


Adventures of a Spider. Girl. Person.

by Shadowoof



Category: Marvel, Spider-Man - All Media Types
Genre: Btw. As this goes. I might actually update this so that it isnt as bad as it is right now., Character tags I mean., F/M, Female Peter Parker., Ps4 spiderman taught me that much, Some tags above might not appear for some time, Universe of ones own ideas I guess. Not much might be changed, but will certainly try to do things my own way
Language: English
Status: In-Progress
Published: 2018-10-22
Updated: 2019-07-19
Packaged: 2019-08-05 17:18:45
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 19
Words: 142,319
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16371830
Author URL: https://archiveofourown.org/users/Shadowoof/pseuds/Shadowoof
Summary: Edited summary(Trust me.)A tale as old as comics, a being was bitten by a Spider, dressed up in Spandex and went out to save the world as best they can.This, is the tale of Penny Parker. Her story, a little similar but always new.





	1. Welcome to the world.

_"Parker... Parker! Penny Parker!"_ The voice broke though the haze Penny had been feeling, forcing her to sit up with a small 'huh.' Teary eyes looking around the classroom to mostly cynical faces, with a few sympathetic ones among them. It was those that made Penny smile. Right till she heard her name again.

"Yes Mr Powers?" Penny did her best to hold back the yawn in her voice as she answered him, looking to the presentation he had showing. The teacher gestured to it, as if expecting the answer from her right away. Holding back the feeling to yawn again, the teenager frowned and gave it a quick look, before frowning again. "Sir, it's a build up of Lactic acid in the muscles. But we've already-"

"Thank you! Ms Parker. Yes. We are going to be taking a second look at Lactic acid and how it affects the muscles when you're an idiot that doesn't take the precautions to stop such a build up. Lactic acid is built up though physical activities, and generally it is a good idea to do..." The teacher slowed down, looking to certain faces before a hand lifted, causing Mr Powers to mock a shocked face. "My, Mr Thompson. Glad to see you are finally learning. Go on then. Give us the most basic answer to the most basic question."

Despite how the phys ed teacher phased it, the jock held his head high and answered without another care in the world. But then, no one snickered at Thompson. It was like a death sentence. Only without the death. Or a sentence. Just a lot of hurt really. "Exercises such as maintaining consistent activity. Know when to back off, heh, back off... Oh, and stretch immediately after your workout." Simple, elegant... Maybe. That was Flash in a nutshell, and Mr Powers simply shrugged.

"Correct. Enough. Alright kids. Grab your 'biology books' and mark pages one thirty to one thirty eight..."

 

 _Click. Click. Click. Thump._ Lockers opened and closed around Penny as she opened her own with a rusted click. Knowing that she'd need to ask about getting a new locker soon... But how long till that one suddenly had a fault in it. Letting out a sigh, she put away her last classes books and replaced them with a different kind of biology book. The best kind. "Pen." Penny turned to the voice, seeing the flair of red hair before her face, and smiling. After all, what wasn't great about seeing her one really good friend MJ. 

"Hey Mary. Before you say anything, I wasn't asleep! I think..." Penny tried to get in before she got another lashing from MJ About how she should be taking better care of herself, but she only got a sigh from the red head as she got into her own locker. "MJ?" Penny could handle an answer, but the silence was starting to get to her, along with all the clicks. Clicks. Click.

"Pen. You know I love you. You know I know you have trouble sleeping. I can't fault you for that. It's a thing you can't help. But look what it is doing to you. All you do is sit in your room and eat till you sleep." MJ poked into Penny's side, met only with a softness that even Penny despised as she lightly slapped the intruding finger away.

"Heeey! It's not my fault I need comfort food... Where is Harry? He should be here..." Looking to move the conversation away from her insomnia. MJ sighed and crossed her arms as if in agreement. Osborn was late. They met up, went to biology. They spoke and laughed and it honestly made Penny's day a hundred times better. But he wasn't here. Why?

"Well, slow poke can lose the chance to hang out with us! Come on." MJ grabbed the rest of her things and closed her locker, locking it and moving towards their class, forcing Penny to rush her own work to do the same.

"He better be here tomorrow. We're going on that field trip to Os-corp. We need him there. He was going to get us that extra tour. Reeemember." Penny mewled to MJ as they got to their class, forcing the two into silence as Mr Connors came in, their current replacement for Ms Jerryiba. Having a college tutor for a teacher had proven both difficult and amazing. Ultimately spectacular.

 

* * *

 

 

As the bell took it's toll on their ears, signaling the end of school, Penny found MJ and quickly attempted to get her neighbour out of the school. "Hey! Penny! What?" The girl protested, shaking herself free easily from the smaller girl.

"MJ! You know Stacy and Allan's like to push me around. I'd rather not deal with them. Not now. Not with tomorrow happening." Penny said, knowing MJ knew just as well, despite the fact the three of them use to be a trio... Till MJ couldn't handle everything Allan's would push the two to do. Letting out a defeated sigh, MJ held her hand out to Penny to take, who took it with gusto as the two of them got to the bus.

On board and safe, the two found a quiet corner to seat themselves as Penny scouted the window. Liz didn't take the bus, but the girl wanted to be sure. She had to be sure. "Pen. You're good. What we should be worried about, is why Harry didn't come to school." MJ crossed her arms, and Penny mimic her, the two girls sighing. They were worried, Penny could tell, and she herself was too. Harry was her other one good friend.. Had been the two of them for some time now. MJ, Harry and Penny. The trio of science and being the best friends anyone could ask for.

"He's probs just sick. You know how he is. Every month he has a sick day." Penny tried to reassure herself and Mary-Jane, only getting a nod in return, but it was enough for Penny to lay the matter to rest. After all. It was going to be fine. After tomorrow. Everything would be awesome.

 

Stepping off the bus, Penny looked down the street to the two houses she could call home. Ever since she could remember, her and MJ had been neighbors. They had done everything together. Sleep, sports, art and sciences. Couldn't have done anything to tear the two apart. Of course. There had been moments. Liz. Harry. Oh yes. One time, Harry had nearly torn the two apart.

But it was in the past now. Walking in pace with MJ, the two finally found themselves in front of MJ's. "So. I'd ask if you want to come in but ah, I'm pretty sure you're going to be busy coming up with all those questions for Mr Norman." MJ joked to Penny, smiling in a way that seemed a little forced to the girl. Of course, Penny knew the real reason that MJ avoided having Penny over anymore.

"Alright. I'll talk to you later." Penny smiled back to her, taking her hand into her own and holding it tight before letting go and walking towards home, skipping up the stairs and inside, Penny scanned the room, seeing no one, she made a bee line for the stairs.

"Pen Pen." Aunt May's voice called out from the kitchen, giving pause to the young girl. Yep. Stepping away from safety, Penny walked towards the kitchen, the rich smell of coffee filling her nostrils as she walked in, seeing her aunt and uncle.

"Hey... What's up?" Penny asked, looking between the two, her uncle looking towards her with a soft smile, sipping away at his tapped the chair next to him. Slowly making her way over, she sat herself down and looked to him as he put down his coffee. "Uncle Ben?"

"Just... We're a bit worried about Pen. We got a call from school again and it seems she falling asleep in class again." Uncle Ben looked to Aunt May, as if expecting her to continue, only for the elderly woman to shake her head. "Maaaaay."

"What your uncle means Pen Pen. Is that we're worried about you again. Are you sure you'll be fine tomorrow?" Aunt May forewent the charade it seems her uncle had set in motion, something she could only smile too. Of course.

"Yea. I'll try and get to sleep early. And I'll have MJ and Harry looking after me too." Penny confirmed for the two of them, hoping that May didn't get any ideas about holding her back from going. She needed tomorrow, but the nod she got from May told her enough to make the young girl smile. "Thank you, thank you! Don't worry. Nothing bad will happen tomorrow." Standing to leave, she was stopped when Uncle Ben poked her ribs. Looking to him, he smiled at her again, a smile that just warmed her heart whenever she saw it. She loved them. She loved them both.

"Check the tv. I recorded something on the VCR for you." He said with almost the cheekiest smirk she could imagine seeing on him, and whenever he said something like this, it was something amazing. Nodding her head excitedly, Penny rushed to the TV and turned it on. Hitting the play button with practiced ease. The first thing she noticed was that it was a news report, a news report on Osborn.

"Tomorrow is an exciting day for students across New York, as Osborn is holding a event that has invited many scientists from around the world for these brilliant young minds to learn from. But more then that. Tony Stark is said to be coming to the-" Penny had stopped listening at that part, stopped listening to the soft chuckles coming from the kitchen as she rushed up the stairs, barely containing the excited scream rumbling inside her stomach. Almost kicking the door to her room open, Penny went to her window and pulled it open, grabbing her friend stick, she leaned out of the window and tapped MJ's window. Repeating till she finally got a confused looking MJ looking at her.

"Did you know! Did you know!" Penny accusingly poked MJ's shoulder, getting a slightly offended look back before realizing the barely contained excitement on Penny's face. Able to deduce that the jig was up, she grabbed the friend stick and pushed it away from her.

"Yes. Now go to sleep if you want to meet your hero. I'll explain tomorrow." MJ shut her window, causing Penny to reel back, close her window and jump into her bed. Tony Stark. No wonder Harry had been so secretive. He knew. Had he convinced his dad to do it? Norman normally hated Mr Stark, if anything about the past was something to go on.

Jumping off the bed again, Penny raced about her room. She needed her best clothes, but not the best, best clothes. She didn't want to look too... Whatever too much was. Passing by her mirror, Penny stopped to look at herself. Brown Shoulder length hair tussled and messy, slightly overweight. Her best clothes not doing much to hide that. She really had been letting go of herself. She didn't even want to look at her chest. "Doesn't matter. My mind. My body is nothing compared to my mind." Penny sniffed, trying not to let her feelings overpower her. She was smart. It was all that mattered.

 

* * *

 

 

"Three am..." Penny stared at her clock. Trusty alarm, trusty companion as she looked between it and the roof most nights. This wasn't new. It was something she went though daily. Nightly. Weekly. Monthly... Yearly. Ever since she learned about her mothers death. How one day, she had been dropped off at her Uncles and Aunts. The next, police had arrived to tell them that her mother had been found. Dead. It wasn't pretty and she had spent every night after awake, not willing to sleep. Because sleep had meant to she'd have to dream. And she didn't want to dream...

"Four thirty am..." So it became this. She didn't sleep. Not easily. Sometimes it was just... Impossible. Sometimes it took her a little longer. Sometimes it caught up to her in the mornings, afternoons. Late nights. Her friends knew. Her Uncle and Aunt knew and some of her teachers knew. The ones that took the time when they found her asleep without much effort to stay awake.

"Five am." She had hoped that she'd sleep easily tonight. She didn't want bags under her eyes when she met the most amazing man in the world. But it seems that wouldn't be the case.

 

* * *

 

"Jesus Pen. You look terrible." MJ stared at her friend, who was wearing oversized clothes. Anything to hide herself. A beanie to cover the mess of hair she had tried to keep together. And the sunglasses that were very old and very not fitting. MJ grabbed those and took them away, frowning at the sight of tired brown eyes. "Penny..."

"I tried MJ... I did. But it is fine." It was. She was going to meet Tony Stark of all people. Nothing could ruin that. Not even herself.

"You heard her. She's going to meet her PF. Nothing is gonna stop her. Not even being tired." Harry sat down behind the two, poking his head between the head of the seats to look to the two girls, his word making Penny shrink into her seat.

"Please not this again. I got over that. I don't consider him that." Penny shot back, pulling her beanie over her eyes and scrunching up her nose. Of course he would would bring that up.

"Oh yea. The great mystery. The father of Penny Parker. Of all the names we decided on. Tony Stark." MJ laughed, causing Penny to reel further into her seat.

"Please stop." Her words caused the two into a fit of laughter, drawing some looks from others. Not that the three seemed to care. Well, MJ and Harry didn't. Penny didn't need people knowing about how she use to pretend that Tony Stark was her mystery father. The one no one didn't know about. It was a young girls dream. She wished. And wished. But as she got older. She knew it wouldn't be true. Her. Daughter of Mr Stark. Pah. She didn't know a thing about her father. But she couldn't pretend someone so important and amazing was her dad.

"Okay. Come on. Today is going to be great. Don't fret it Pen." Harry reassured her. It was going to have to be enough.

 

Arriving at the entrance of Os-corp. Penny smiled to herself. She knew this place nearly inside out. Having been here with MJ and Harry multiple times. Causing trouble, running down the hallways. Watching the scientists at work. This was one of the many reasons she loved science. And today made the place even greater. From high profile scientists from around the world. To Tony. Freaking. Stark. She'd wish for Mr Banner as well.. But not many could hope for him. Not these days.

"Alright. Take these. You'll get by any stops. Have fun. I'm going to go see dad about a thing." Harry said, patting the two on the shoulders as he bounced away from the two, leaving Penny to smile and MJ to sigh.

"Right. I think I'll leave you to explore. Catch ya later Tiger." MJ took her own leave. Alone, Penny was left to smile at the sights around her as she started to walk. With a pass to skip right though any pauses. She had free reign of everything, a child's dream. Her dream. Not even the tired feeling she had right now was going to stop her.

Talking with a scientist every minute or so, Penny kept on the move. Her eyes only really looking for one person in particular. Tony Stark. One of the greatest minds of their generation. Of the next generation. The Nikolai Tesla. The Einstein. She was sure he was going to be remembered a hundred years from now.

And it wasn't long till she finally saw him. Just a glance. Downstairs from her. Looking like he just arrived. He was here. She just had to get downstairs and... Oh crap. She didn't even know what she wanted to say to him. What did you even do when you meet your hero? How do you even handle that?

Didn't matter. She was going to go down there and who was grabbing her. Penny let out a yelp as she suddenly found her arm being pulled hard, causing the young girl to hit a wall before she even figured what was happening. "Heeey Parker. Did you think I wouldn't notice you trying to avoid me." Liz. Penny looked between her and Gwen, at least a little thankful that Gwen didn't look too happy to be here. Out of the two of them, Penny liked Gwen Stacy.

Liz Allan's however. Not so much. The girl hadn't a problem with the her once, not till Penny had kinda accidentally done something that she shouldn't have. But what could she say. Science and hair sometimes didn't mix. Penny had figured out a formula that had spread throughout Liz's hair by accident, causing the girl to have a web like structure grow all over. She said she had to shave off all her hair. They had been.. Well, Liz had targeted Penny ever since. "Liz. Look. Today's just not-"

"Today? Oh, you tend to forget that we know each other well Pen. You think Mr Stark is going to be impressed with someone like you? What's this?" Liz took the pass Harry had given her, almost smiling at the sight of it as her eyes scanned the hall, sighting something as she started to drag Penny towards a door.

"Liz, come on. This isn't worth it." Gwen tried to deescalate the situation, but wasn't listening, using the pass on the doors lock and hearing a click, she opened it and shoved Penny inside.

"A year, Gwen. A year my hair took to grow back. She can miss out on meeting one man. After all. Who'd want to meet someone as depressing as Penny Parker." Liz sneered, shutting the door as it clicked with a electronic lock.

"Noooo... No no.." Getting up, Penny smacked at the door. "Hey! Heeey!" Despite her calls, no help came. She needed to get out of here. Someone had to be working here. Turning, she moved though the... Laboratory? This was new. Then again. She normally didn't get high security passes. Harry had said he had to pull some favors from some people who worked here. How Harry got those favors, she could only imagine.

Moving throughout the lab, Penny saw another door and made way to it, pushing it open and almost letting let a scream at the sight of. Hundred of spiders. Hundreds. All in their own little enclosure. She tip toed closer. Amazing. It seemed every one had a different spider. And each seemed to have some sort of tattoo, marking. Numbers. "Wow... But... Why..."

Having lost the idea on escaping, her curiosity took over. She wanted to look at every spider. See if anything stood out. It wasn't till she heard the bang of a door opening had she broken free of this haze, yet rather then call out for help, she ducked down. Peeking around a corner to see, to her surprise. Norman. Walking alongside another. "I hate this. All because Harry wanted to surprise his friend for her birthday. It isn't even today. It was two months ago. Hmm. How are they doing." Norman finished his rant, pausing alongside one of the enclosures.

"The spiders are all doing well. They've survived three more weeks then last time. However, some of the breeds are starting to die from exposure. The serum mixed with radiation spikes is still killing them. Some breeds might survive... But sir. That one is still the best chance. And this one... It might just be the last Latrodectus Katipo. If the serum doesn't work on it. I don't think it ever will." The scientist explained, leaving Penny wide eyed. That spider, a cousin to the red back had been in decline for a while now, but sudden work in New Zealand had rendered it all but gone.

"Damn it. This can't fail... Make sure it survives. Even at the cost of the other spiders. Now leave." Norman ordered the man, Penny watched as the man in the lab coat left, leaving Osborn alone. She was mixed between calling out and staying silent. She was pretty sure she'd get into a lot of trouble, being here... But.. "I can't... Fail... Not now." With that, the owner of this entire building left, leaving Penny alone with the hundreds of spiders.

Gulping. She made her way to where the two once stood. Amazed at the sight of the Katipo. A rare spider. Dangerous and beautiful. And maybe the last of it's kind. Being used for an... Experiment? She shook her head. She didn't have a say here. In fact, she wasn't meant to be here. She should leave. "I'll go to the door... And I'll... I'll.... Yel..." Penny felt herself sway side to side as she yawned. She felt... Tired... So tired.. Shaking herself awake, she turned away from the spider to look at another one.

Staring at it's many eyes, she smiled at it. Weird looking- "OH god!" Penny exclaimed as the spider jumped at the glass of it's enclosure at her, causing her to reel back into the glass of the katipo. Surprised when she felt it give way. Turning around, she watched as the enclosure fell and shattered on the ground with a loud bang. "Oh no... No no no." Running around to the other side, she started picking up the shards of glass to put on the table. "Ok. Ahh. Oh no. Where is... Where is the spider? Nooo... Where is.. Okay.. I should just... I should go.." Standing up right. Penny looked to where she came from. Just go to the door, keep banging till you're heard and- OW!" Penny screamed out, smacking at her arm, feeling something squish under her palm, right next to where she was currently burning with intense pain.

Staring at the now dead spider with tears in her eyes, Penny kept breathing as she stared at it. She just killed the last of a species. That was genocide wasn't it? Wait. She was bitten. Wasn't that bad? She felt sick. Pocketing the spider, Penny rushed out of the door and back to where she was locked out. About to bang on the door, she... Really? A pass rested on the bench next to the door. Had that been there before?

 Not caring for the fact she might have been an actual idiot. Penny grabbed it and used it to unlock the door, putting it back as she stepped out into the hall, no one noticing her. She needed help. She needed a hospital or something of the like. "Penny?" She turned to the voice, seeing a worried MJ. "Pen. You okay? Come on. I got worried for a bit."

Penny could only nod, grabbing onto MJ's hand as she was led downstairs. "I'll call Uncle Ben. He can come and pick you up." MJ patted Penny, sitting her down and stepping away to call. Grabbing at her stomach, Penny groaned at how it seemed to rumble and churn. She needed. No. She was going to vomit.

"Hello? I was asked to speak to a huge fan of mine?" A voice broke though the haze, and Penny looked up to see one, Tony Stark. Standing right above her. "Mr Star- Bllurg." The next moment Penny felt her throat burn with bile as she vomited, covering shoes with a yellow, vile thing that had come out of her body. "Oh... God.. I just vomited on Tony... Oh no." Penny felt tears well into her eyes as she started to cry.

"Right. You don't seem... I think. I might just step away." She could hear him speak, the echo of footsteps soon following, her chest stung along with every other part of her body. She just vomited on Tony Stark. Just... Oh... Oh no... No...

"Hey. Ben should be here soon. Okay. Get home. Take whatever you need too. Get better." MJ held onto Penny, offering whatever comfort she could give, leaving the girl feeling terrible and sorry for herself. She couldn't speak. Couldn't say that she needed a hospital. Not as she laid to the side and closed her eyes. Her senses going and giving way every few minutes.

 

Eventually, she felt hands gently help her up to a sitting position again, as she stared into her uncles worried eyes, she tried to smile, but only felt herself groan. "Come on Pen Pen... Let's get you home."

Unable to talk. Penny let her uncle walk her out. Lay her in the back of the car before proceeding to drive the two of them home. Laying down, Penny felt herself groan as pains overtook her body again, whacking it with unimaginable pangs of pain she had never felt before, till finally. Her body couldn't keep her awake any longer, and she fell to a total darkness. Falling asleep for the first time in two days.


	2. A whole new kind of puberty.

**Summary for the Chapter:**

> Penny awakens to a whole new body, a whole new strangeness. And it isn't ending. No where close.

The first thing Penny noticed was that everything around her was damp. She was damp, her clothes were damp, her bed was damp. That, led to the second thing she noticed. She was in a bed, and if her trusty companion was anything to go off, she was in her bed. At five am in the morning. That led to her third and final notice. She wasn't dead. Or in a coma. She was awake, alive and feeling... Good. Strangely good.

Rubbing at her forehead, Penny noticed something else. She didn't have her glasses on. She was so use to them being on she often forgot they were an entirely another part of her. Yet here she was missing them, and it was too dark to notice them. Sighing, she slowly sat herself up, finding that she had to put far more effort into it then normal, her clothes feeling tight on her in all the wrong places.

Standing, she shredded herself of all her clothes, leaving her naked in the darkness of her room. With practiced ease navigating her room, she got to her dresser and started to pull newer clothes on, only to find that they too, fitted oddly. It wasn't till she got her larger pair of boy shorts and giving up on her chest, she threw on a oversized shirt that for some reason, didn't feel so oversized anymore. "Okay. What is going on. Did I have some kind of growth spurt during my possible death nap."

Shaking her head, she slowly made way to her light switch, flipping it on and turning to her mirror, rubbing her eyes as she did. As soon as she got a look at herself, Penny nearly let out a surprised yelp. That wasn't her in the mirror. That was her first thought. The being in front of her could not be her. Yet. She was the only person in this room, at this spot. Staring at their reflection. "Who... No... What!?" Her voice was louder then she had meant it to be and she quieted down as she walked towards the mirror to get a better look, only to recognize something. She could see herself clearly. And she didn't have her glasses on.

She lost herself in this new person in the reflection. Nothing compared to the girl she was before. She seemed healthier, her body was lean and fit. As if the fat she had moved everywhere else. Talking about fat, was she... Bigger? Penny could feel her eyes bug out as she realized that. Her chest had grown, a slightly bigger size. They were now noticeable. Oh gods she needed to tell MJ. Wait. No. "I... How do I explain this? How!? I don't even know..." She shook her head. What was she suppose... The spider!

Grabbing her old clothes, Penny looked though the pockets, pulling out the rather damp and crushed spider. Placing it on her desktop, she got her microscope in the hope she could figure out what was happening to her. Zooming in on the spider. She looked, and looked and looked, but nothing physical about the spider seemed to explain it, expect for the fact this was perhaps the bluffest spider she had ever seen. It looked as if the flesh of the spider had doubled in size compared to what it should have... Serum. Blood.

She didn't have the equipment to examine it's blood here. She needed the stuff at school... But she couldn't go to school... Or could she?

Silently stepping out of her room, she quietly made her way to Aunt and Uncle Ben's room. Opening the door with the hope it didn't squeak in protest too loudly. Seemingly in the clear, Penny tip toed inside and hugged the wall, moving in to the closet that hid Uncle Ben's clothes. He'd have something she could wear that could hopefully hide the fact that she was an athletic looking girl that really, really shouldn't be.

Opening his closet, she scanned for a large shirt and some pants she could tie up around her hips. Finding a pair, she took them out and closed the closet, the door shutting with a rather loud quick, quickly followed by shuffling coming from the bed her Uncle and Aunt slept on. Almost on instinct she found herself pressing her back into the nearby wall, even trying to move back even further and for some reason she felt like it was working.

She could see her uncle sitting up, too dark for her to really see if he had seen her... Is what she'd say if her eyes were anything like before, but here, right now, she could almost see though the dark. It was hard to explain, even to herself. Her sight just seemed... Intense. She could make out his features in the dark, and he looked worried, as if he had heard a noise, looking to the closet, where she was.

Was, was the correct word. She wasn't there anymore. In fact. She was above him. Doing her best to not freak out, she instead just hoped he didn't look up and see her in her underwear. Or the fact she was on the roof, the roof. In a crab walk. How was she doing this! Watching Uncle Ben relax and go back to sleep, Penny stayed on the roof for another ten minutes. She had expected to fall on them. Or cramp up, being in this intense yoga pose, yet she felt like she could be here for... Hours. Letting out a shaky breath, Penny bit into the clothes and experimentally place her now free hand on the roof, rotating herself till she was facing the roof.

Focusing on it, she did her best not to play the mission impossible theme in her mind as she hand by hand, foot by foot, moved across the roof like.. Like... A spider.

 

* * *

 

 

**Back in the laboratory.**

Norman Osborn stood over a broken enclosure. Perhaps the most important broken enclosure that existed. Yet it was still just a broken enclosure. One that missed the most important part about it... The. Spider. "Footage... I need footage... HOW COULD THIS HAVE HAPPENED!" Norman looked to the scientist's scanning the floors, the other enclosures for the spider. All of them snapping to attention when their boss rose his voice.

"Sir.. We didn't have cameras here, because you had thought it'd bring less attention to the lab." His head of the team spoke up, receiving a rather dangerous glare form Norman, before the man sighed.

"No one knew. No one. But all of you. And I know. None of you did it. I didn't bug every bit of technology you all owned for no reason. Yet somehow. Someone. Got in here. With one of your key cards. They smashed the enclosure, to this one spider. And now. It. Is. Gone..." The man huffed. Millions of dollars. Contracts that allowed him to take as many spiders of this breed as he could. Hundreds of the arachnids. Dead. And maybe the last one. Taken. Vanished. Gone. "Look for another one. I don't care if you need to clone it. That spider was our best shot..."

Leaving the Laboratory. Norman moved into his security office, finding the head of security, he found a quiet room and stared the man down as he thought. This situation wasn't good. Nothing about it was good. So he had to make the best of a bad situation. "Scan the footage. Look for anyone that could have been around the area between eleven and two. Oh... And tell the Kingpin that complications are going to make this... Late. Then tell Shield that the formula's best chance was stolen. They have as much a stake in this as me." Finished, the man turned to leave, pausing for one second as he thought of something else.

"Mr Masters. You find out who it is... Remember who is paying you. Get it to me... And deal with them." Norman nodded, leaving the hired merc alone. He had hired the mercenary months ago when he had started this, hoping someone as famous as the Taskmaster would stop this from happening. Now. It seemed. The merc would have to hunt it down.

 

* * *

 

 

"Penny? Are you okay?" MJ walked up to the sitting girl, who had been sitting in the gutter, waiting for MJ. She was dressed in the oversized clothes, hoping they'd do enough to hide her form. "What are you wearing? You must be boiling hot under all those."

Shaking her head, Penny slowly stood up, waving MJ off to say she was okay. "I'm good. A lot better then yesterday... Must have just been a bug. You know?" Penny smiled to MJ, before frowning. Why was she looking at her like that? Were her clothes not enough. Damn it. She should have put a jacket on too.

"Penny.. When did you get so tall? You're nearly matching my height." MJ said, causing Penny to frown further as she actually looked into MJ's eyes, rather then up... Wait. WAIT. Looking at her feet, Penny let out a gasp. How did she not realize that she had grown a few itches too? She was often teased for always being so small compared to everyone else, yet here she stood, matching her longest friend.

"Wow. Umm. A really sudden growth spurt? I mean... I guess I must have just really. Really, gotten sick because of it.. You know?" Penny thought up, trying to bring back a easy going smile to convince MJ. Actually, a sudden growth spurt could explain a lot. Not for the abs, as she had learned she had during her early hours of exploration. Soft, barely there, but there. Guess she ran out of fat to convert to muscle?

"And you're not wearing your glasses? I thought you hated contacts?" MJ questioned, leaving Penny to roll her eyes. Contacts. Horrible things. But for now she'd have to pretend that what she is wearing is contacts. And not a superb sight that allowed her to easily see any faults on MJ's face, not that she had any. Lucky.

"Yea, my glasses broke. Just had to go with it. It's fine." Penny explained, the two talking more about Penny's sudden height growth as the bus arrived for the two to get on. Doing her best to avoid the confused stares sometimes sent her way, as if people were having some trouble recognizing her.

Stepping off the bus at school, Penny kept to MJ's side, doing her best to hide by MJ, till he noticed Harry coming towards them. "Oh hey guys. Are you doing... Okay... Wait. Are you taller?" The boy noticed, looking down at the two of them, Penny only shrugged, but MJ stepped to the side and quickly nodded.

"I know right? Look at her. She's as tall as me now. Little Pen grew up finally." MJ teased, leaving Penny to blush with embarrassment. But Harry, after staring in amazement for a few more seconds, frowned, grabbing both her and MJ and pulling them aside.

"Hey.. Pen. Whatever happens. Just ignore it. Okay. People are going to forget it soon enough." Harry said, only leaving Penny more confused then worried, and suddenly, she realized that she should be worried.

"What do you mean? Harry?" Penny asked, watching as he pulled out his phone and typed into it, looking up a video and showing it to them, the content was enough to leave Penny shocked. Someone... Someone had recorded her puking on Tony Stark's shoes. "Oh no..."

"No. I'm sorry Pen. I convinced my Dad to extend an invite to Mr Stark for the science convention. I convinced Sherry to give me those passes, as well as talking her into getting him to meet you. I know how much you.. Well, we all like him. I just.. Missed your birthday and I thought I'd make it up to you. Instead this happened. I'm really sorry." Harry confessed, telling Penny something she already knew parts off. The birthday part mostly. She didn't blame him, and hugged him to show him that.

"Thank you anyway... At least I can say I puked on the famous Tony Stark." Even if it was though a choked sob, Penny laughed it off anyway, her two friends joining her. It was enough to make her feel normal again. To forget the fact she was bitten by a spider and changed. Forget the fact she literally climbed up and down a wall before.

And with her friends. She could get though today. Even if she got some commits about the video, most actually didn't seem to recognize her. Of course, the added clothes, height change and lack of glasses almost made her an entirely different person. What if they saw the girl under all these clothes? Would they even realize her as Penny Parker?

 

* * *

 

 

When Penny got home. She skipped to her room, faster then ever before, more silently then ever before. She wasn't sure if her Aunt or Uncle even realized she was here. Taking a deep breath, Penny let go of today. Of yesterday. She was now. The new girl. The girl that could climb walls... She really wanted to do that.

Without the life or death situation of Uncle Ben seeing her in her strawberry briefs. Penny found the process more time consuming then she had fought, sometimes, she found her hand sticking to a wall and not leaving. Sometimes she lost her grip entirely. It was a mix of thoughts and natural movement. If she focused too much, she'd just stick on. If she didn't think enough, she'd fall right off.

In the end, she was walking on the roof, hair hanging over her eyes as she breathed in and out. Walking. She had to treat it as if she was walking. Just walking...

Walking around the fan, she thought about herself and what these... Wall sticking powers meant. Was she a mutant now? She wasn't born like this sure but... Like. She had powers now. Powers that seemed to be as genetic as one could get. But she didn't really want to deal with that whole thing. X-men were cool and all. But not a lot of people liked them.

X-men. Avengers. Oh wow. She had powers. Was she like the avengers? No. Not really. Hmm. All because she had powers, didn't mean she'd need to go out and help people. After-all. All she could do was climb walls, look pretty hot and see really well. How did you help people with just that? Did she just call herself hot? 

Falling from the roof, Penny flipped and landed gracefully on her feet. A strange thing. Her agility, flexibility had too, been enhanced. She perceived things easier, which made an act like flipping mid air easy. Staring at her mirror, Penny tried to put herself into someone shoes not her own, looking at her. She was lean and fit looking. Toned in all the right ways, curves just a little more balanced out then before. Her assets looked nice. Which brought her back to her own shoes. Her assets looked nice? "What are you even doing Penny. You don't care about your body. Mind over brawn.." She really wanted to think that. But looking at herself. Brawn was just... Better. Better then it ever had been before. How did she deny it?

She'd need more clothes for tomorrow. She couldn't just flaunt herself suddenly. She needed to wait. Make it look like she was doing this in her spare time, alone. Quickly moving back to the closet in her Uncles room, she looked though it. Now with light and no need to be quiet about it... Well, that quiet. She had time to look for something more modern. Picking out a shirt, Penny noticed papers shifting about, a form falling to the ground.

Bending to pick it up, she gasped at the sight. It was a list of bills and payments that needed to be made. And half of them were close to overdue. Why were they... This didn't make sense. Uncle Ben was having some difficulty finding a job as of late, but she was sure they had enough to look after themselves. Was it her? Was she the reason they had less money? "I..." She felt herself well with tears. Was she really that horrible?

Putting the form back, she started to rearrange them back how she had seen them, till her murky sight, clouded with tears saw something that almost made her gut drop. Her tears falling more freely then before. "How..." She felt sick. She felt like she needed to vomit and vomit and vomit till all this new muscle was gone. She didn't care if she got smaller, got fat again. She'd suffer that. But not this. How could she not feel like this? After reading that. "Aunt May has cancer..."

**Notes for the Chapter:**

> Ever wonder why people write things? Like. What causes them to do this. Comissions? Suggestions? Pure, personal thought? Me. I write because sometimes I find that I can't find what I want, so I want to make it. Only, I want to make it so others enjoy it. It's why I am writing on this website. Archives. I could write a google doc but... I want people to enjoy something. If I can do that. it's good enough.


	3. Spider Take down.

**Summary for the Chapter:**

> Penny rushes to find a way to help her family. But what costs must be taken. What things will she do.

It was two am. Getting powers didn't stop her from not sleeping, but it gave her more incentive to not just lay in bed and wait. Not after learning about her Aunt May. Cancer. How could they not tell her? This was something she needed to know... Why didn't she notice how May stopped working. How she seemed to be less active then ever before... How was she so damn stupid. "Damn it. I need... I need to help them." But... How.

Where in Queens could she get the money to help them? She wasn't going to learn here. Knowing what she had to do, Penny threw on a hoodie and opened up her window, jumping out and onto the street, she landed a fall that would have normally hurt her knees, yet here she was, walking, no. Running. She needed to get further into the city. So she ran and did she run. Her new body was indeed athletic, but there was something more to it. The way buildings almost blurred, she found herself forcing herself to slow down or go slower then she knew she could go.

At this early in the morning, barely a car would be around for her to compare, but she could have sworn that she would be faster then any car at a normal speed. That didn't right... But then, she had only crawled up things. She never actually explored what she could do. Pausing at the base of a building, she took her shoes off and started climbing, making it to the roof, she walked up and down. "Wow..." She... Just what could she do.

Wanting to test this out more now then ever, Penny examined the distance to the next roof. A simple jump, she could make that. Her old body wouldn't have, she was sure. But this body. Heck yea. Getting some distance, she ran till she got close and jumped, expecting to only just make it to the next roof.

What she hadn't counted on, was jumping so high up that she passed two roofs before landing on the third, landing horribly so that she rolled as she landed, almost rolling off the roof, just catching herself with her adhesive hands. Crawling back up, she laid on her back and starting laughing. She could jump. Like that spider. Weird. The spider that bit her wasn't the kind of spider that could jump... But then, it had a enhanced muscle system...

What if, whatever was in that serum, changed the spider, and the spider bite changed her. That would mean it also changed the spiders venom, a mix of poison and whatever the hell it was Norman had injected in it made her like this.

It was nearly an hour later that Penny had stopped jumping, having gotten at least some semblance of control of it. She wasn't even that tired. And any scrapes or bruises she got seemed to vanish just as quickly as they came. "I. Am. Awesome!" Penny yelled out into the open night, giggling to herself. She was a living spider... Could she spin a web? She didn't want to test that theory out. Laughing, she jumped down to the ground and sighed. "I'd better get home." She had spent so much time just exploring her ability to jump, she wouldn't have time to figure out a way to get money.

Jogging back home, she stopped a few times. She had noticed a few fliers. And as she jogged by them, she found herself moving away from her home, but to where the fliers were taking her. After all, five hundred dollars seemed like a lot of money.

Stopping outside a rather shady looking place, she pushed her way in and followed the roars of a crowd, the smell of sweat and blood everywhere. As she found the crowd, she saw what the fliers had explained. A man, large and physically terrifying, nicknamed the crusher, with a strange mask that showed off his somewhat... Had she seen that kind of mustache before? She shook her head as she watch the man pick someone up and throw them out of the ring, letting out a roar as he did so.

She looked down to a flier she had picked along the way, reading it one final time. ' _Survive in the ring for three minutes with the CRUSHER to win a cash reward of five hundred dollars!'_ Letting out a sigh, Penny nodded to herself. She could do that. She could avoid him. Stay in the ring. Get the money and help Aunt and Uncle.. But she couldn't exactly do it as herself. No way would they let in a fifteen year old girl. But with her clothes, the hoodie...

Biting her lip, Penny walked up to a trash can, the smell almost putting her off as she looked around it, seeing a paper bag. Good enough. Picking it up, Penny found a quiet and dark corner to rip holes in it and pull it on, throwing her hood back on and brushing her hair into the back. Letting out a disgusted groan, Penny walked back towards the crowd, hunting the manager.

* * *

 

"Kid. You are way too small to be here." The man stared down at Penny, who had her arms crossed as she stared the man down, hoping the bag and extra clothes wasn't giving her away here.

"Look. I'm here, and I, am, willing. Trust me. I'll give them a show you'll never see again." Penny was quick to respond, deepening her voice as much as was physically possible. The bag helped in hiding the feminine undertones of her voice. And it seemed to be working, as the man raised an eyebrow in intrigue, before sighing.

"Look, you get hurt. You say nothing. We'll deny everything... I shouldn't do this. But you wouldn't be here if you didn't need the money. Fine. Get out there. Survive. And prove to me I an't wrong to throw you to the wolves." The man finished, leaving Penny to excitedly thank him, before correcting herself with a more butch thanks as she headed to the 'death row line.'

Hearing the cheer of the crowd as another match went on, Penny corrected her mask as she waited, getting some looks from people around her. Other competitors, some backstage workers. She kept her arms crossed. She was wearing double the layer of clothes she wore yesterday. She'd be fine. No one would think her a girl.

Minutes passed till she heard a bell ding. "Alright everyone. You're all here for the bets. For the money. Who will beat the Crusher. Will the CRUSHER! Ever fail? Well I have a treat for you today. Some punk walked in and said they'd offer a show you an't never seen before. So use that money now if you haven't already as the Crusher takes on his newest threat. The mysterious, the horribly stupid looking. Bombastic Bag man!" Penny felt the lights focus on her as her... Nick name was called out. Leaving a crowd about to cheer silent.

Not letting their eyes stop her here, Penny walked forwards, the silence deafening. She could hear a loud chuckle come from the Crusher however, soon turned to laughter, followed by most of the crowd. "This puny thing is gonna impress the crowd huh? Gonna break. THE PERFECT, CRUSHER RECORD!" He roared out, and once more, Penny found herself knowing this voice. Just who...

She shook her head, stepping into the ring as a badly dressed ref stood between the two of them. "Okay. You're to survive inside the ring for three minutes. You step off the ring. Get thrown off, or jump off the ring onto the ground. Basically, touch the ground, you lose. Get knocked out, you lose. Good luck." He finished, frowning at Penny's small size compared to the imposing man before her as he stepped back, waving his hand and letting a bell ring.

But rather then move to attack, the Crusher remained where he was, laughing. "Aren't you the most adorable thing I've seen in this here ring. I almost feel like giving you a whole minute to be on the stage." The man taunted, but Penny wasn't listening to that, she was listening to his voice. She knows she's heard it...

"Mr P.." She whispered. Mr Powers. It was Mr Powers. Mr Powers was the Crusher? The Crusher was her teacher? She was facing her teacher in a late night gambling ring. She kinda felt out of place... But she also didn't want to let her teacher of all people win agaisnt her. She'd never live it down. Penny Parker. Taken down by Mr Powers. No. Bloody. Way. "Crusher? More like weak talk. Come at me." Penny taunted back, making sure her butch voice was on high alert. She was going to have to practice it later.

"You asked for it shorty." Mr Powers roared, charging at her. It was at this moment, Penny learned of something else attached to this spider package. She could... Sense, the attack, sure she saw it, but some part of her could sense it as well, and she could sense that this was going to hurt.

If she had allowed it to hit. With a hidden smirk, she allowed him to get as close as possible before she jumped upwards flipping over him and making a graceful land, the crowd stared in awe as the Crusher missed the Bombastic bag man. Turning around, he threw a punch to the back of her head, and yet Penny could feel it, she could sense the punch coming, from which angle, and she moved to the left. He swung at her ribs and she turned, dancing around the larger man.

Soon the crowd was chanting for the Crusher, chanting for the dancing Bombastic Bag man as the wrestling match became a dance of grunts and swift movements. "Stop. Moving. You. Annoying. BUG!" Mr Powers said with each swing, missing and only serving to tire himself agaisnt an impossible foe.

"Bug huh? You know. As much as I like this really stupid name... I think you gave me an idea." Penny smiled as she spoke. If a spider gave her the powers she possessed now. Then it was only fair she took her name from the gift bearer. "From now on, Crusher. You may call me Spider-g-" Penny began to call out, her senses going high as she sensed a punch coming from his other fist. The one she was dodging was a fake. The real threat was about to hit her.

Unsure if she could even dodge that, Penny did the most stupid thing she could have ever convinced herself to do in that moment. She went to catch it. Moving with an impossible agility, she twisted and caught his fist with her open palm, surprised that the pressure of his punch was... Nothing. She held his fist in her hand with ease, looking up at his confused look as she smiled, before pulling him towards her and tripping him to the ground, allowing her to bounce away. "As I was saying. You. Can call me the amazing Spider-"

"Bombastic! Bombastic! Bombastic!" She could hear the chant of a hundred people, each calling for her name, in praise of bloody murder. She had effectively taken down the Crusher with one move. Well, he was getting back up. But she had been counting. And soon the bell rang, signaling the match was over.

She felt her hand raise above her as the ref came to her side, holding her hand up in celebration. "YOU HAVE YOUR WINNER! THE DETHRONER OF THE CRUSHERRRRRR!" Raising her other hand to the crowd, she smiled under her paper bag. She won... She actually won.

 

* * *

 

"Hmh. Didn't think you'd give the crowd what you said you could... Glad I was wrong. Here." The manager handed Penny the five hundred she had been promised. She stared at the money, the most she had ever held in her hands. She wasn't sure she could beat that record in any future.

"Just doing what I said I would. Bye!" Penny turned to leave, ready to throw this damned bag off her head. She was going to need to wash her hair a whole lot after this. But she stopped when she heard the man clear his throat. 

"Kid. You need to deepen your voice. Now I don't know how a girl like you learned those moves, but you come back tomorrow... Might be some more cash in it for you." He offered, a promise in his words that almost had Penny watering. More? She could earn more? Nodding her head, Penny smiled and headed to the door, a skip in her step. "I'll see you then.. And bring a better costume."

Penny exited onto the street, cash heavy in her pocket, ears ringing with the words the man had said. Deepen voice. Better costume. Money. More. Money. She could help pay for those bills. She could help. When she couldn't sleep.

Starting on her way home, she passed another woman who was walking down the street, out far too late, not that Penny could say anything. Walking past her, Penny almost didn't give it a second thought, not till that sense of hers, that impossible to explain sense lit up to her left, and she noticed a man, dressed almost like her walk up to the woman, a hand in his pocket.

She could already tell his want before he opened his mouth, threatening the woman to give her purse to him, before roughing pulling it away and shoving the woman to the ground, running her way. Penny had a few thoughts. She could stop this... She could. Just a hand out, a foot. All it would take... But why? She wasn't the police. And what could she do to keep this guy running without sitting atop him till the police came by. She wasn't suppose to be out. She wasn't suppose to have five hundred bucks in her pocket.

So when he passed her, she watched him and kept walking. The pleas of the woman falling on deaf ears... Well, Penny wished they were deaf. It was minutes later that Penny regretted her actions a bit. She should have stopped him. It didn't matter if she got in trouble... But she also didn't want to worry Uncle Ben and Aunt May. Maybe this was for the best. The woman could get a new purse.

* * *

 

 

Making it home, Penny threw the paper bag away finally, having forgotten she had left it on her face after the robber, and climbed up to her room, shredding the somewhat smelly and disgusting hoodie before putting her Uncles clothes away. She pulled the five hundred worth of notes out and looked at the clock, seeing that it was nearly six am. Surprised, Penny grabbed some clothes and went to the shower, taking one quickly to wash out her hair before getting dressed and heading to the kitchen, her Uncle already brewing a morning coffee. "Pen Pen. Didn't get to sleep?" He looked to her before she got a chance to get a word out, leaving her only to nod.

Smiling to himself, Ben finished the coffee and poured two cups, walking to the table and placing one down before patting next to it. Penny walked over and sat down, blowing at the steam of the coffee as Ben sat down. "So. I'm thinking we should install a lock on your door. Maybe even your window.." Uncle Ben spoke, a knowing tone, a slightly disappointed tone, one that nearly broke her heart. If only he knew.

"I can explain!" Penny was quick to say, getting a smiled raise of an eyebrow from her uncle, as he awaited for her to explain. Sighing, Penny slowly sipped at the coffee, the scorching liquid giving her something else to think about. "I... I know. I know about the bills." She couldn't lie. It was the reason she did what she had done. And she wasn't going to lie, the way his smiled faded hurt, however.

"Ah... I was hoping.. Wait. The only... You saw. Didn't you." He didn't ask. It was direct. He knew. He knew she knew, but she still nodded. "Ahh... I'm sorry Pen Pen. It was good at first. We didn't want to worry you... But then the bills started to stack up. We still needed to pay off that debt... Are you okay? I only knew you were out since about three." Uncle Ben asked, always the worried. It was still a lot to take in, but Penny reached into her pocket, pulling out the money. "Where did you get this!?"

"I... I made a bet. I won it. I want to help... Uncle. I... I'm terrible aren't I." Penny looked down, the urge to cry at her very throat, but a comforting hand drawing her close for a hug stopped her, her Uncle kissing the top of her forehead.

"No your not. You did something dangerous. And stupid... But you just wanted to help... Thank you."

"But it isn't just that... I wanted to get home as quickly as I could.. And this person. This woman was robbed. I could have stopped him. I could have. I could have helped and I didn't because.. Because I didn't want too." Penny confessed. She could confide in her Uncle. She always had. It was her weakness. All MJ had to do was go to Ben to learn any secret of Penny's.

"Hey. I'm glad you didn't. That man could have hurt you... Penny, you remember what I said about your mother." Penny nodded, but it seemed that Uncle Ben was going to continue anyway. He always did. "I said that she was a strong woman. Just like you. She knew her limits... But she always liked to say. That people with power. Have a responsibility. To help those around them, when they can not help themselves. You regret your choices. Because like her, you have that responsibility inside you. When you were younger. I had the power to shape you. To teach you. But I had the responsibility to do so in a way that made you the young woman you are today. Penny. From now on. Take that. That lesson your mother engraved her life into. And remember it. So that you know the responsibility of powerful people. Because maybe not today. But someday. You will be powerful. I believe that. And then you can make up for any choice you regret from here on out. And do the right thing." Penny stared up at her uncle, who finished with a smile, her own smile matching his. Yet... His words stung. She had the power. She really could have stopped him. And yet she didn't... She wouldn't make that choice a second time. She couldn't.

Wiping at her eyes, she nodded. "I will. Thank you Uncle."

The two sat side by side. In each others comfort. Penny would remember this. She always remembered everything about her Uncle. She loved him. He was the star in her darkness... And she never wanted that to be any other way...

"Penny... Did you get taller?"

**Notes for the Chapter:**

> Before one asks. I worked on the last one for about two days. This one I started today and just had the time to finish it.  
> Which is also why it might be shorter, but I wanted to make this in this way because I didn't want Penny to just be spider man right away. I wanted to work up to it. Next chapter will be doing a lot of things to push things forward. Might be bigger, or shorter? (Also I wanted to end it the way I ended it.) 
> 
> Btw. Anyone who knows the Bombastic Bag-man thing I did is awesome. Leave commits if you think I did something badly! Criticisms teaches. Nice ones at least. Don't be an arse for the sake of being an arse.


	4. A night to remember. A night to learn.

**Summary for the Chapter:**

> Penny sells her skills for money, but a fated event is soon to come. And we all know it's name.

It had been a week since she had come here. To this stinky place.

The first night she had come back. She was still the bombastic bag man. Crusher wasn't there, but then she hadn't seen Mr powers at school. She had only made three hundred by surviving another three minutes in the ring with two large men. The two of them were faster, and Penny found that her paper bag was not a good guard for her face.

Luckily, black eyes heal quickly. MJ had seen her from her window and has questioned, and Penny lamely blamed the stairs.

During the second night. Penny had changed things up. She had been working on a change of clothes during the afternoon, and something at chemistry class, but that wouldn't have been ready till day four. So when she came to the ring, she was no longer the bombastic bag man, but the mysterious King slayer, a balaclava along with a home knitted jumper. She had taken to taping her breasts so that they appeared smaller, but it also helped in crafting the male like look she hoped to keep. 

It was also the day she had gone to school without Uncle Ben's clothes. Having asked MJ for any of her spares. The endless bound of questions that came from Harry and MJ were, endless. How long had she been working out, when did she grow like this. It was hard to explain without telling too much or saying the wrong thing. Some teachers had questioned her, most of the other students that somewhat knew her hadn't realized who the mystery new girl was. Because she wasn't new. Name calls tended to tell, but otherwise she got the new face saying hello to her. It was... New. To be greeted as much as she had been that day.

On the third day, Penny adjusted her suit to be more spider like. Mostly in color schemes. Wearing a shoe with the soles removed so that she could stick to things though them. She didn't know if she could do it with the soles, but she wasn't going to take the chance. She had also finished a certain formula that had made her worst foe. She just needed a dispensing unit.

Flash Thompson had hit on her. That. Perhaps. Was the strangest thing she had ever encountered. Apparently he hadn't caught on to the fact she was boring old Penny. She had been talking with MJ and Harry in the locker hall, getting ready for Biology when he had barged in. "Yo, I don't think we've met, but we're both beautiful, so really, that should change. Names Flash."

Penny had stared at him, before laughing to herself, MJ and Harry joining in and leaving the boy that had rudely intruded on the trio confused and annoyed looking, before Penny cleared it up. "Penny. Penny Parker. We've met Flash." She had stated, raising a cheeky eyebrow at him that sent him reeling back in confusion, they could hear him mutter something about Pukey Parker as if he wasn't sure that the nick name belonged to the girl anymore.

In the wrestling ring. She was still known as the dethroner. The king slayer. And her participation's were increased. She was the one made to stick to the ring like Mr Powers had been. But she couldn't complain. It was a lot of money to not screw up. To make it more spectacular then before. Yet she didn't want to just pick people up and throw them. Ignoring the fact that showing her strength was beyond any normal persons, it wouldn't be interesting to watch, she needed to make it interesting.

So when it came to one person, she just made them chase her. She ducked and weaved, pushing them every once and a while, taunting when she could, till finally she got them agaisnt the rope, whenever that happened, she'd grab them by there feet and flip them over the rope. When it came to two, she had to maneuver a little more. She couldn't just focus on one, but the two of them. So dodging to the right then suddenly became ducking back to the left only to dash forwards to avoid another kick.

Again, when they were tuckered out, and her time was soon to run out, she started to push them. Into each other, away from each other. She had to hold back. She learned that. If she hadn't, she could have broken every bone in a mans rib cage with one push. But eventually, they'd falter. They'd hit each other trying to hit her. And she'd use the disarray to push one over, and then the other.

The real challenge came from facing three of them. She had requested it. Bring three foes to dethrone the king slayer. She got her wish. It seemed as if hundreds of people had come to watch her. Come to face her. Well. Come to face the King Slayer. The man that took down the Crusher. She hated the idea that they thought her a man. But it couldn't be helped. It had, actually helped, she decided in the long run. Even if the manager figured it out. He was just happy to have the betters come in.

With three against her, Penny considered using her fists. She had been practicing when she could. After she had caught the attack from Mr Powers. Penny had tested her strength. And she. She was strong. She had made the mistake of punching a brick wall. She had broken it, but her fist had hurt like hell afterwards. It seemed she had the power, even if her skin wasn't so much as powerful as the force she could pack. But to tone it down agaisnt people, was another question.

Beginning the dance, Penny wasn't given a moment to breath. She had to weave between them, found herself jumping over and under them. Using the ropes when she could to move quickly. Time was being wasted, and the men's energy to hit her wasted more so. But she couldn't just waste that. When she found an opening, she dived to it. Between two of them, she jabbed one in the waist and elbowed the other in the gut, causing both of them to yelp and call out in pain, the elbowed on falling to the ground to grip his gut. With the two of them disabled for now, Penny charged to the third one, sliding between his legs, she stood and reached for his collar and pulled him onto her back, other hand hand grabbing his lower back as she spun and flipped the man over the ropes. Eliminating him.

Wiping at her forehead, she realized that the fabric was actually wet. She was starting to sweat. This was... How long had she been there, in this ring, fight after fight. Cracking her neck, she looked to the other two and walked to them. With one still down. This was going to be easy. But her mind was still heavy with thought. A weight she didn't feel like letting go of.

 

* * *

 

 

On the Fourth day. Penny had discovered how to turn a liquid formula she had only theorized and tested once before, with little progress, into a webbing strand. Synthetic. Strong. Using a electronic device with metal spinnerets of her own design from scrap metal and some maybe stolen metals from her school's science lab. It was her proudest moment as a junior scientist. Not only had she made a synthetic carbon tube like web.  She managed to keep it in a liquid like state and shoot it into a more solid form.

She had originally made them to show off in the ring. But after the night before, which had earned her nearly nine hundred dollars. She took the day off. That and she didn't have school. The perfect opportunity to test her metal. Standing on a roof, hoodie on, mask on. She looked ahead and gulped. The way she planned this would require quick movements and judgement. Reflexes and feeling. 

Staring at her crude design of a web shooter, A bracelet with a pressure pad bending into her palm, Penny took a deep breath and aimed it at the higher building above her, aiming for the corner of it. Firing her first strand, she found that she missed and cut the connection off, watching as the web strand flied forwards for a while before losing the psi it had and falling prey to the wind.

The second shot however, didn't miss, and Penny let out a strangled excited scream, her lips shut tight to try and lessen the noise she made as she gripped the webbing, her gloves designed to avoid the sticky nature of her webbing. "Okay... Okay. I can do this... I can do this. There is a roof on the other side of this building. I just swing around and land. Simple. Easy. Don't screw this up." Taking a step back, she was tugged back by the webbing and made a note. Web's don't extend. Sighing. She looked to the ground and back to the corner...

"Don't fall.. Maybe I shouldn't do this... But... I won't know less I trrrrrrry." Penny yawned as she let that last part out, shaking herself awake as she looked it over one more time. Okay. This is it. "JUMP!" Rather then the rush of wind. She was still in place. "Come on... How hard can this be? I mean. I just need to angle myself in a way that allows me to move in the air in contras- Oh my god what have I been thinking. I can't do this! This is stupid!" Penny felt frozen, gloved hands attached to the webbing, toes on the edge of the roof.

"You, are a genetically superior being that can jump, hit and move better then anyone else. You Can do this. One is one little bruise? Right... Oh screw it." Making sure her eyes were wide open, Penny took in a deep breathe and jumped, a small hop, but the next moment she was holding up her body in an activity she didn't think would be as straining as it was for her strength.

Leaning to the left to avoid crashing into the building, Penny let out a strangled yelp of laughter as she swung by the corner and along the side of the building, yet the angle of the webbing caused her to crash into said side of the building before she could make it all the way. She let go of the web strand and caught herself on the building, sliding a little before her spider grip caught on, bringing her to a stop. Here she was. A young girl in a hood and jeans with a cotton balaclava, clinging to the side of a building. In Queens. "Woah... Okay... Okay... Maybe I should... I'mma just... Go home." Climbing up to the roof, Penny let out a small sigh as she stared to the horizon.

Compared to Queens, New York was where all those heroes seemed to be. Yet here she was. Not that she wanted to be like them. That'd be crazy.

Looking to her web shooter, Penny stared back to her home. She should go home... But she didn't design this thing for no reason. Nodding in acceptance, Penny ran to the edge of the roof and jumped, firing a web and grasping onto it as she swung. Barely avoiding the wall this time, she arched into the sky and released, allowing the momentum to carry her forwards before gravity brought her back down and she did it again, letting out a whoop as she soared though the open air, attached only to a strand of her own designed webbing. "Yeah! This is- AHH!"

* * *

 

 

On the fifth day, Penny was still recovering from the flock of pigeons she had crashed into, causing her to lose herself and crash into a nearby building. The resulting bruises had raised some questions, but Penny had told May and Ben that she had fallen down a whole heap of stairs. Luckily, the bruises had already cleared up. Unluckily, she had been asked to stay in her room as to avoid any more... Stairs.

Of course, she couldn't just show them that her injuries were gone. That would be bad. So she complied, working on her suit instead. She needed to be more then the king slayer. She wanted to be the spider. It just seemed so cool. "The amazing Spider-girl! The powerful. The awesomeness. The cute. No one can stand against her. Except maybe Captain America. He was so cool. A whole lot more amazing then she'd ever be. Possibly even cuter too. If the girls at her school had anything to say on that matter.

Penny, had ordered an unholy amount of spandex from her computer lab at school, taken a thrown out bodysuit from the girls cheer-leading locker room, stole (Burrowed unused one way mirrors from a certain drama class Harry took.) And took her Aunts sewing machine along with cotton and plastic mixture of fillings. All hidden away in her clothes drawer, till today. She had to put some funds aside, a choice that was... More difficult then she had thought. But if she wanted to be in the spotlight. To stick with the money she earned in this ring. Then she had too do this. Be something to be stared at. And a turtle neck, sweats, hood and a cotton balaclava didn't do enough.

By the afternoon, Penny was somewhat happy with her work. She had decided to stick with the blue and red color scheme, if only to add a little black here and there. And had worked on integrating spider like symbols to her sternum and back. "Hair is a problem. Ether sticks out too much or screws with the back of the mask..." Penny played with the strands of her hair. She always liked it this short, just past her shoulders... But.

It was a problem for later. A knock at her window told her that MJ wanted to talk. And Penny found herself rushing to the window. She hadn't really spoken to her friend, really talked to her or Harry. The ring and her suit had taken up a lot of her time outside of school. Not to mention the homework in between all that. Opening up the window, she saw the frown on Mary-Jane's face and frowned in return. "Hey MJ, what's wrong."

"You, that's what." MJ quickly replied, pulling her friend stick back into her room before pointing towards Penny. "You're avoiding us. First you not only grow tall, but had been working out? And that whole thing with you growing. Is it a boyfriend? Did you get a boyfriend? Penny, if he is forcing stuff on you, tell u-"

"What!? Nooo, no no. MJ I don't have a secret boyfriend. You know me. Guys don't like me." Penny quickly responded back, quite surprised that this was the conclusion to what MJ thought about Penny's distance. But it seemed MJ didn't believe her, if that raised eyebrow was to say anything.

"Penny, ever since you burrowed my clothes, have you not noticed the fact that, I don't know. You're more noticeable? Don't tell me you haven't notice people staring." Penny frowned at MJ, thinking about school. Had she been stared at? She had been so focused on... Wait. She hasn't even told MJ about May yet. Hitting her forehead, Penny ducked down for a bit before popping back up.

"MJ. I'm sorry. Just... Aunt May is sick. Really. Sick and... I've just been trying to help them out more. I guess my focus on them... Just... Stopped me from thinking about you guys." Penny admitted, looking to her friend. MJ stared back, a sad look on her face.

"I.. Sorry, Pen. But we're friends.. Not just that. We're a team. Next time. Tell me. Tell Harry. We're worried about you."

"Okay... Thanks MJ. I could never leave you guys. You know that." Penny smiled as MJ gave off a soft laugh, her hands reaching up to close her window.

"Yea... I know. Talk to you later Pen. Seriously." With that, she closed her window, leaving Penny to stare into it for a few short seconds, a sigh escaping her lips as she looked back to the mess she had made... She only had a few hours left. She'd finish it.

* * *

 

 

Twelve Am. Penny had pulled on all the bits and pieces. Taped her chest. Again. Seriously. That was a pain. It didn't help. Well, it did. It actually gave her chest a bit more of a puff to it that made it more man like. And she had taken some pieces of fabric into a bundle to protect her privates. Didn't need that getting hit. Also, as much as she hated to admit it, it added to a bulge like look to her lower area. Again. Making her more man then woman. Which. "Stupid. 'Bombastic bag-man.' Why not woman! I mean. Bloody. Yes. Being thought a man I guess. Helps. But it is so, so stupid."

Climbing out of her window, Penny slowly climbed down and hopped to the ground, before making her way to the front. She still had the hoodie on along with sweats. Couldn't be walking around as a spandex wearing teenager. Even, no, at night as it was. That'd be weird to see. It'd feel weird to be seen in it. Why was it that she did something new, she felt weird about it. "I hate this. I hate myself. Stupid. Absolutely Stupi-"

"Pen Pen. What in heavens earth are you wearing? And I don't say that often." A voice broke though the night that was not her own. Enough that it made her jump in shock as she spun to see Uncle Ben. Hands on his hips and a frown that almost made her cower. She didn't like him annoyed with her. "But I had to know what you were doing. Bets? Really? You don't watch the horses. You hate horses." He stepped towards her, causing Penny to back away in match as she looked to the left and right. She wanted to run, to hide. She didn't want to be seen like this.

"I... I'm doing this for Aunt May! Okay. I am. I couldn't just sit back and do nothing." Penny said back, looking down to the ground.

Ben paused for a moment, reaching a hand out for his niece, only to bring it back. "I know you don't want to sit back. I don't blame you Pen Pen. But I don't know what you're doing. Out this late? With what you're wearing? If you don't tell me, I will drag you back inside." Ben gave her the ultimate choice, to tell the truth, or be denied the ability to help. Letting out a shaky breath, she made her choice.

"I wrestle. I go to this ring. I get into it and I avoid and punch people. I've been doing it, for the past five days. Okay. I've made, nearly two thousand dollars. I was going to give it all to you after today." She finally said it. To Uncle Ben, and she hated the way he looked at her. Shocked. Confused. She could already hear his questions. Hows. Whys.

"Pen..."

But she wouldn't let him go any further. "Remember when I said I could have stopped that guy. I could have. I'm different now. I can pick grown men up as if they weighed nothing. I can take a punch and keep going as if it was a child slapping me. You don't have to worry about me. Just let me help you." She stopped her foot into the ground, the slight crack that came from the action surprising the two of them, but her point had been made.

"Just... Come inside. Okay? Talk to me. Please. We can figure this... Out." Ben spoke again, but his words were the same. Talking about it, wouldn't help May. It couldn't. Shaking her head, Penny grabbed her newly designed mask and pulled it on, her eyes taking a moment to adjust to the see though glass.

"I'll be back later. Don't worry about me." She turned and aimed her wrist up to a nearby building, firing a web and then using the force along with a pull and a well timed jump to propel herself towards the roof. Escaping from Uncle Ben in a matter of a second.

 

Left alone, stunned and surprised. Ben's first response was to ignore his first want. To chase after his niece on foot. His second response was to turn and run back into the house, grabbing his car keys, he got into the car and pulled out. He was not going to leave his only niece like this. Not after her mother left them. It didn't matter if she wasn't normal. He was her uncle.

And he had hoped, the idea of that would be enough to catch her before she got too far. "How is she so... Fast..." Ben could all but admire the way she seemed to be far ahead of him. Of course, it had been close to a week since she had come to him about how she got the money, the man and woman she saw and how she chose to walk away. Five days of constant movement, abuse. Those times she came home with the bruises, the hidden limps she thought he couldn't see.

He was going to have words with her. That much was certain. If only he could... Find her. Ben slowed the car down at the sight before him.

A young woman, walking alone. She looked hungry, tired, dressed in clothes that signaled to him that they were a pair she didn't take off often, if at all. She was homeless. Yet she had something, a bag. Food, belongings. It didn't matter. She had something.

And that was enough for the man in his rear view mirror to be following her. A man quite disheveled and dirty looking. And the glint of a street lights reflecting from the mans pocket told Ben enough.

He was a old man. But he wasn't a defenseless old man, and as much as he wanted to find his niece, his daughter in almost every other way, to take her home, to keep her safe. He wasn't going to sit by and allow what was certainly going to happen.

And seeing as there were no other cars, the old man simply pulled the break, and opened the door, stepping out and staring at the two, who took notice of the old man now. "Hey, run. And you! Leave now." He called out, hoping his voice was loud enough for the nearby tenants of the homes they were between would awaken and hear him. Seeing as how the man turned his anger to Ben, pulling out the weapon he had thought was a knife...

He was wro-- _Crack..._

* * *

 

 

Penny stood outside the building to the ring. She could hear them. The growing crowd, waiting for their champion. "Doesn't matter Penny. Just go in... Show them your new suit. Become... Become the Spider. Get the money and leave." Her voice was nearly a whisper, her eyes burned with tears.

She didn't need to cry. She was doing this... She was doing this for Aunt May. Ben didn't understand, he'd never understand. None of them would understand. She had the power to help her family. So she was going to help them. Yet...

Yet she regretted the way she just left. She should have stayed. She should have spoken to him. For all she knew, he started after her, with no clue to which way she's gone. zipping up her hoodie, Penny pulled the mask off her face and shoved it down her suit. The spider could wait...

Wiping at her eyes, Penny started walking, the effort to swing not passing by her mind, not even to just jump. If Uncle Ben was going to find her, then it was better if he could see her. She just hoped that when he found her, her tears would be long gone.

She would have been content to walk, till the sound of sirens started in the distance, growing louder and closer, before two squad cars went past her, alongside an ambulance. "This late? What happened?" Penny questioned as she found herself running after them. Okay, maybe she wasn't as fast as a car moving at the speed those emergency vehicles were going, but she was still fast, lagging behind them till the two squad cars and the ambulance split off, two headed to the left, the ambulance to the right. 

Coming to the crossing, Penny watched the squad cars veer off, while the ambulance stopped at a crowd, mostly woman and men dressed in night gowns. Walking over to them, she slipped into the dense crowd, wondering exactly what was happening. She could hear voices all around her, from police men trying to keep the crowd back, the paramedics stating the elderly... Man.

Penny found herself pushing harder though the crowd. "No... No.." Her voice grew horse. Maybe she was wrong. She was overthinking it. No way would could this be him. As evil as it sounded, it had to be some other old man losing too much blood. Making it to the front of the crowd, Penny felt her heart stop. Her mouth went dry at the sight of him. Of Uncle Ben.

Blood covered his clothes. Red, impossibly dark pooled around his chest and the ground, it trailed down his mouth, his eyes looked dead to the world... Dead.. "Nooooo!" Penny screamed out, ducking past the officer that had noted her and made an effort to stop her as she slid to her Uncle, holding onto him, her red gloved hands soon covered in wet blood. "NO! NO NO. Uncle... UNCLE! Get up.... Get up!" She yelled and wailed, hands gripping onto his jacket, to no avail. He was dead.

She could only cry out in pain and anguish as the crowd watched, gasps of surprise and pity filling her ears. She barely felt the hands grabbing her shoulders, pulling her away, the crowd, mostly some older woman, trying to coo her, tell her she was okay. Their words were empty to Penny. Empty. But not the radio. Though all the sympathy, she could hear it. 'Suspect is in a aged,  Oldsmobile Delta 88, heading down grand avenue. Considered armed and dangerous, more cars are on route.'

Penny had already pushed her way though the crowd around her as she ran. Making an effort to slow herself down, just barely. She could hear voices calling to her, telling and asking her to stop. But as soon as she turned a corner, as soon as she had escaped their site. She jumped at a building and climbed.

When she made it to the roof, she ran, she ran as fast as her new legs allowed her and she jumped as far as they could take her. She didn't have time to think. Only do.

And with every jump she found herself ripping away her clothes, nothing nice about it the way they were annoying her, sometimes catching on things as she landed on a crowded rooftop, slowing her down when she couldn't afford to be, till she was left in nothing but spandex.

Taking a moment to breath, Penny looked back and saw the distance she had traveled. It hadn't even felt like a minute and yet she had traveled miles past where... Where her Uncle lay dead. Yet now all she had was a main street, buildings too tall for her to climb quickly and sirens on cars chasing a car she loved. A car that every day when she was younger, she would squeal with joy at the sight of the man that stepped out of it.

But that wouldn't happen again. Would it. Eyes narrowed, Penny let go of the wisp of fear that tended to take her whenever she used her webs to swing. She couldn't let fear take her now, not when she was close. Jumping from the roof, Penny aimed up and pressed into the pressure, catching the strand of webbing as it connected.

She followed the chase like this, a red, blue and black super in the dark. If she thought that her running and jumping was fast, she was dead wrong. Swinging though the air, letting go and allowing momentum to carry her forwards before she repeated, letting her mind calculate the wind resistance and distance subconsiously. This. Was true speed. She moved faster then any car. She moved faster then when she ran. How could she fear this? She should be the one being feared.

And she was going to make this killer feel that.

Easily catching up to the murderer, Penny let go midst her swing and flew ahead of the car, landing on the road and surprising the driver, who spun wildly towards a gate of a abandoned building, crashing though it. Watching, Penny looked to the squad cars coming to a stop, some looking at her with surprise, others focusing on the murderer at hand. Penny looked to the fence and aimed her hand to it, pressing the pressure to shoot her web so she could zip towards it, only to hear a silent grind of metal on metal. She was out of webbing?

Letting let a frustrated growl, Penny ran despite the calls for her to stop and easily jumped over the fence, landing and seeing the door to the drivers side opened. She looked at the wall and deduced that he couldn't have climbed quickly enough and must have gone into the building, an action she copied as she walked into the building. Hands clenched.

It was dark, so dark her eyesight had trouble keeping her aware. Here she was, a weirdly blue and red spandex wearing girl in a old building with a murderer. Her Uncles murderer.

She didn't have longer to think on it as her other sense lit up to the right and she dashed forward, just avoiding the gun shot that would have hit her. "Ge-Get away!" She heard the man, the murderer call out, but she wasn't looking to listen. Using the darkness and the construction around her, Penny used her new athletic body to vault and jump about, using the adhesive hands and feet she had to hold onto walls and roofs, moving with a deadly silence that made her feel like what had made her. A spider.

"Did you know him? The man you killed." She couldn't hide the anger in her voice. Or the feminine tone of it. She didn't want too. And she could tell it surprised the man. 

"A girl? He-Hey, look, you better get out of here before I hurt you.. I have a gun." He replied, seeming to ignore her. That annoyed her. And unlucky for him, she was above him. Letting go of the roof, Penny flipped and landed on his hand, causing him to cause as he let go of the gun before her foot crushed his hand between it and the floor.

"I said. Did. You. Know. Him. The man. You. Killed!" Penny roared out, moving closer to the man and watching as he stumbled back, before growing brave at the idea that she was just a girl and threw a punch at her, wild and untrained, desperate. Nothing like the punches she had avoided in the ring. She stepped into it, bending her head just enough to avoid it as her hand went to his shoulder and she pulled, ripping his arm out of the socket and causing him to scream in pain as he fell back.

"Wai- Wait. Please... Please I just... I just wanted money." The man sobbed, crawling back as Penny followed, too angry to care for his reasons. "Money? You killed him for money? WHAT WERE YOU GOING TO DO WITH IT!" She screamed, causing the man to wince before he let out another scream as her foot connected with his shin, breaking the bone.

"Pixie Dust! I wanted.. I wanted pixie dust, pl- Please.. I just need... I just need another... Pllease." He continued to sob and beg, leaving Penny silent. Not following anymore. Pixie dust. A drug, addictive and powerful. Some say it was distributed by a infamous mobster known as... As the kingpin. At least, that was what drug dealers had told a reporter, before the drug dealer was found dead.

 

With a broken leg, a bad arm, drug withdrawals and the gun not a second close, Penny found herself unwilling to step any closer. "You're.. You're a monster. And I hope you get treated like one for the rest of your life." She let out with the shakiest of breaths. The killer, her Uncle dead. He was right in front of her... So why wouldn't she do it herself. Give him the same... Uncle Ben. The golden hearted man. The man who wanted to help, who had been there for her every day. He wouldn't want her.. To do this.

"Freeze!" Tears had welled as she spun to the voice, seeing four police officers, guns trained on her. "Hands in the air. On your knees, now!" The lead one, a woman called out. Penny almost spoke, said that she wasn't the one they should be looking at, but her mind held her back. Vigilantes were not highly looked upon, and she was one right now. And she wasn't sure she could put on a brave voice, a fake voice. So she listened and rose her hands into the air.

Before suddenly lunging to the right with speed, beams of light following her as she used the environment to move, before kicking open a window and jumping though it before any of the officers got a chance to take aim at her. Without webs, she could only run and jump, so she did. She ran and jumped for several hours. Till her legs couldn't carry her no more and she fell, fell right outside the house she wanted to hide in, left alone to cry and wail in silence.

 

* * *

 

 

Over the next two days. Penny had remained silent. She had eventually crawled to her room and changed. Tears a ever constant river down her cheeks. She couldn't sleep, so she went downstairs and waited. She waited for the sirens that had eventually arrived. She waited for her distressed and sick Aunt to come downstairs and open the door, for the police to state that her husband had been killed by a drug addict known asQuentin Beck.

The police had questioned her, asking her what she had been doing out so late. Why she had run, where. Her Aunt had bat away the questioning officers when she noticed Penny wouldn't whisper a word.

Harry and MJ had come the next morning. They stayed with Penny for the rest of the day as Harry's dad, Norman, spoke to May, offered to help with the funeral, and May had taken it. But Penny still couldn't bring herself to leave the night. How she had caused the death of her Uncle. From her greed to help May, her naive mind at leaving that man to do what he did those days ago.

After the funeral, MJ and Harry had stayed with Penny again, the three of them shared Penny's room, keeping the distraught girl comforted. And it was comforting. To have her two lifelong friends with her. Friends she had been neglecting. But as they slept, having thought Penny had fallen asleep early for once, Penny stared out her window. She needed to... To do something. To say something to someone. Throwing on a hoodie, she opened her window and climbed down, grabbing a paper bag along the way, she walked all the way back to where this started. The ring.

 

With the death so close, it had been closed down for the night, but the owner almost never left the place. So when Penny walked in with a bag over her head, he looked surprised. "Umm. Sorry, no fight tonight kid. Come back tomorrow, I have this great guy, Kraven the-"

"No." She cut him off. A single word, one of the only ones she had said since Ben's death. Walking to the ring, Penny climbed in and stood in the middle.

It had been a week since she had come here. To this stinky place. And it was going to be the last time. 

"Thank you. Mr Williams. But I'm not coming back. You might already know I'm not... Normal. I can't use my gifts here. Wasting them away for others enjoyment. I can't. So. Goodbye." She looked to the man, who sighed.

But then he nodded, climbing into the ring and standing near the girl, holding a hand out for her. "Okay kid. You are worth a lot of money. But. I understand. You know. The one mystery that might remain with me, is who is under that bag. But I guess, the next mystery will be, what kind of mask you hide behind next. Good luck, girl." He spoke, a soft smirk on his lips, and Penny took his hand, giving him a strong grip and shake that made him wince in pain.

"I think you'll know. Just ah, keep it between you and me yea? Good luck. Guy." Penny smiled, before leaving the ring, walking down the hall one final time before she left the building, the paper bag soon following. After all. She didn't have a use for it now.

 

Not when she had her new mask. It was the next day. School was over. Penny had gone and it was perhaps, the most quiet day she had ever had at the school. MJ and Harry were like bodyguards. Never leaving her side. Not till she had gone into her room, told them she'd be fine. And then pulled on her suit, snapped her web shooter, both her first and this second one she had finished on. Both stocked with web fluid.

Atop a roof, Penny smiled under her mask. Here she was, chest wrapped, crotch guarded. Boy's voice slightly perfected and no fears left in her mind. She was Spider-man now. It was time to show the world that too. "Look out New York. It's your friendly neighbour hood spider-man."

**Notes for the Chapter:**

> This was perhaps, the hardest part. How to do Uncle Ben. One might notice I haven't done much with Aunt May. That is for later. Frankly, a lot of side characters might be sidelined a lot. Really. It is something I need to work on, and it also has to do with my want to get these out with a moderate amount of content but also quickly. Maybe I should take the time to get these out so I can put a lot into each chapter. If anyone is reading this. Offer your suggestion? I always want people to offer what they think. I might not always listen, but I will read. And maybe that's just enough sometimes.
> 
> Also. RIP Stan Lee. He was an amazing person.


	5. A new kid on the block.

**Summary for the Chapter:**

> Penny has started her life as Spider-man, but what comes with it might just turn out to be too much. And you can't forget that Penny has things she needs to handle herself.

"Have you seen the video?"

"Of that weirdo in the suit?"

"It's so mysterious. He just appeared one day."

"And he saved that family when the drunk crashed into their car!"

"I heard he stole money."

"No! He stopped the bank robbers."

"He must live in Queens, he's only been helping people in the area."

"Think he actually shoots those webs out of his hands?"

The words had been spoken over the week. Vigilantes were nothing new. The devil, the bulletproof man, the serial gangster killer to name a few. But spider-man seemed to be a hit, from appearing in the middle of a street and vanishing down the next with a swing from webbing. In his bright suit of red and blue colors. He was considered a public hero. At least, till the sudden slammed news by the daily bugle how this 'hero' had caused a great deal of property damage that could have been avoided.

"How was I suppose to know that rooftop was weak." Penny grumbled, pen in hand. She couldn't always wear the suit as much as she wanted too. She had school! Mr Powers was back at least, seeming more quiet then usual. Still, Penny couldn't get it out of her head, the image of her teacher in a... Suit. She shuddered, feeling a pen poke her back.

"Pen, does Mr Powers seem off to you?" MJ asked from behind, and Penny could only shrug, a soft smiling lighting up on her features as she remembered how she had won that fight. Her first. "I don't know... Maybe he's been humbled."

 

During a lunch break, Penny kept close to MJ and Harry. She still wasn't... Ready to talk to others. She didn't often, but there were some that had wanted to get to know her ever since her sudden transformation into what MJ called, the cute girl Parker. More so she didn't want to get in Liz's or Flashes way. Those two were always trouble to be near. "So, you've seen the spider-man stuff right?" Harry asked the two.

Mary-Jane shrugged, biting into an apple as she thought about her answer. "Y'know. I didn't really care. Just another person with powers. Only reason he's so popular is because he doesn't do stuff during the night like those vigilantes in Harlem and devils kitchen. What we should be talking about, is Penny and her complexion, you look better. Like you've been sleeping well." MJ noted, which was soon agreed to by Harry.

It was true. She had been getting to sleep a lot sooner then normal these nights. Maybe she grew tired from her activities during the afternoon, or. Her, library trips. She had told Aunt may she needed some time alone, and that the Library would be quiet and peaceful enough for her, when in reality, she used the excuse to pull her suit on and do hero work. Well, not work, she didn't get paid to help people.

"Okay, but... Be safe for me Pen Pen... I don't want to lose you." May had said, and Penny felt her heart drop again at the time, because despite what Penny did, she feared she'd lose her aunt first. Penny had gathered the money she had earned during the fights together. Nearly more then two thousand. It wasn't much, but she hoped it'd at least help, having made it look like an anomalous donation because of the horrible event that had happened.

But yes. She had been falling and staying asleep more then she had before. And it was... Nice. Besides. She couldn't be a hero during dead of early morning. Not many crimes happened in Queens during the day anyway, night seemed even more quiet. "Yea.. I have. I guess I just... Couldn't keep complaining. Not after... Yea." Penny thought about her Uncle. She did that a lot, every time she went out, every time she dreamed.

"It's okay. You're right MJ, spider-weirdo doesn't matter. Just. Dad's been really weird since the news lit up about him." Harry explained, and Penny found herself intrigued. She had almost forgotten that Osborn was where her powers had originally come from. Maybe choosing to be spider-man was a little too on the nose.

She decided to shrug on the matter. "Who knows. Could be he's an alien that decided to save people for all we know. I'd rather get to biology then ponder some stranger none of us will ever meet." Penny smiled, to herself, to her friends. Because little did they know. They already knew Spider-man.

 

* * *

 

 

_Else where in the world, NYC. Manhattan._

 

"I don't get it. What am I looking at?" A man asked another, sitting down in his comfy chair, staring at a hologram recording of some guy dressed in a weird spandex suit, obviously spider themed, if the two spider symbols on their chest and back was anything to go off.

"You're looking at another anomaly. A new one. Daredevil. Punisher. Luke Cage. Jessica Jones. Danny Rand. Moon knight to every other guy and girl with a cape or some suit. We know them. Most of them, nearly all of them fight in the night. Some of them, we can trust, keep an eye on. Others, we don't know what to do with. What they all have in common, is being unique and all fighters of crime." The man explained, something that didn't need to be explained to the man in the comfy chair. 

"I know this. I've met some of those people. You're point?" He needed a drink, something wet and warm and burning.

"This. Spider-man. We've used cameras. I've considered satellite, but that'd be a waste of money for one person that seems to know how to avoid every single camera known to man when it matters. His first appearance was a week ago, when he stopped a car chase, broke a killers arm and leg and then escaped police.  After, he's been seen helping people, saving them. And this." The standing man hit a button on the key-chain they held and the hologram changed.

The inside of a bank. Five men were holding up three hostages, two were shuffling cash. One in a car outside, a blend of camera angles showed it all, and it showed how the Spider man had slipped inside, quiet as a mouse. Shooting a webbing at one of the robbers guns, he pulled it from their grip and threw it into the head of the second one. Then, using their other wrist, Spider-man webbed a stand to a mans chest before pulling them up and sticking the strand to the roof.

They then dropped to the ground and lunged to the three still standing. He moved, fast, much faster then one would expect, never allowing the thugs to get a shot off before he was all over them, using fists and feet to beat the men down easily. Almost man handling them despite being smaller then most of them height. Using their webs to keep everyone down, and making sure to tie up the wildly swinging man in the roof tied up. They were facing the car when the two who were grabbing cash had come out, guns up.

The comfy chair didn't seem so comfy to the man as he leaned in to watch, watching as Spider-man suddenly lunged up and backwards into a flip right before the guns went off, he aimed both wrists to the thugs and fired two strands of webbing, one hitting, the other whiffing. Acting quick, the spider pulled the one they had hit to them and then threw them though the window.

In a panic, the one that had been missed bolted for the door, getting there before Spider-man could react and making it to the car, getting in and clearly arguing with the man to drive.

Spider-man followed, jumping onto the road and firing two strands at the back of the car as it sped off. They held onto the car for a second before the strands broke, but Spider-man reacted quickly and fired not two, but eight more, holding the car back with their strength alone till police had finally arrived at the scene, having caught up thanks to the thugs being held up.

Director Nick Fury turned off the recording, looking out the window with his one good eye down at the city, and then off towards Queens. "They're untrained. But they're invested. Importantly, they're dangerous. And if he, like any of the names I spoke were to suddenly turn on this city."

"I get it. You want me to hurry my work on it don't you?" The other man asked. Strangely disappointed that the clip was ended so suddenly. He had found the beating those thugs had been receiving quite enjoyable.

"Yes. Vigilantes are a problem. But machines we control would not only keep them off the streets, it'll save lives. Theirs, those they beat and the people innocent to what is happening. You're getting the extra funding Stark. Project Ultron is of utmost importance." Fury looked to the billionaire, who scoffed at the director's words.

"Funding? Please. I am my own funding."

 

* * *

 

 

 _Also elsewhere in NYC,_ Manhattan.

 

A large man in an impeccable white suit stared down at his meal. Hand crafted by the finest chef money could blackmail. Wilson Fisk only accepted the best. The best food, the best suits, the best men, for the job.

And when his men, hired to steal money of business rivals were suddenly tied up in a spiders web, literally. He questioned if the best was what he got.

"What. Happened." He spoke with a roughness in his voice, the man before him had been the driver. The only one he could easily lawyer up and get out. And that man owed it to Fisk. He owed Fisk the money he lost, the time he wasted, and the life he owned. All belonged to Fisk now. And he knew it.

"The new freak, Spider-man showed up. He stopped the car and left..."

"I KNOW... I... know. I've seen the footage. But I also know, he got to you before he left. He spoke, to you, before he left. What was. It." Fisk questioned. When the devil had come, Fisk dealt with it as needed. He lost. He didn't lose enough, but lost enough to know that so called 'heroes' like this, were worth worrying about.

"He asked about Pix dust. Wanted to know if I knew about you Boss, but I didn't tell him anything, I swear!" The driver cried, and for his credit, Fisk believed him. You didn't get in this line of work to be a rat. And what he had said gave Wilson enough. Perhaps this spider hadn't arrived to save the day, but to learn about Fisk. That meant he could be worked with. Looking to his left, Wilson stared down at a young man.

"Ben. Find out what you can about this Spider-man. Do whatever it takes. Whatever source seems viable. Follow it. I want to know who this freak works for." The big man finished, getting a nod from the younger man.

"Of course. I won't fail you, father." The young man nodded to his father, before turning to leave Wilson Fisk to his plate of crisped chicken and baked potatoes. "And you. Leave. Leave until I or someone under my orders calls you... And forget the word no. No, does not belong to you any longer. Only yes boss. Understood?" Wilson cut up one of the chickens and slowly bit at it, chewing as he looked to the driver, who meekly nodded as Fisk swallowed. "Say. It."

"Y.. Yes boss."

 

* * *

 

  _Os-corp penthouse. NYC._

"Mr Osborn. I've looked into rivals, Wilson Fisk, Shield. Even some of the gangs. None of them seem to be alert about the missing spider. But as you've told me, it'd be dead by now." Masters. No, Taskmaster reported to Osborn, fully suited and all. He had thought this was easy. But it was as if the formula was stolen by... Nobody.

Osborn, however, was seated in his chair. A drink in hand, the rotating liquid wine inside, following close behind the way his wrist moved the only thing stopping him from attempting and knowing he'd fail to kill the trained mercenary. He wouldn't win, and Norman new that. But that didn't mean that he didn't want to try. Norman. Was. Annoyed. He wasn't angry. He wasn't mad. He was annoyed. "Have you tried to news."

"Pardon.." Taskmaster asked, and looked to the nearby TV. The image of someone in a spider like suit. "I've heard of them. They rescue cats from trees and sometimes beat up the normal goon." Nothing important. From the images he had seen, they're technique was nothing to talk about, more like a cage fighter, one that didn't even throw punches as much as you should have in the midst of battle.

"You know why I chose spiders? I chose spiders. Because we could connect their genetic structure to the super solider serum that created the hero Captain America. Only this serum, is broken, made to be like it, yet you know what happened when they injected it into people... Total. Anarchy. A broken mind, a deteriorating body that couldn't handle the changes. They asked me. To perfect it. Perfecting a broken serum, I needed a catalyst. And Spiders... Spiders worked. They died, but each time, we improved it. We improved. It." Osborn spoke, hand tensing, pressure mounting to the glass.

"And we lose the one spider, that might have been perfect. A perfect, if dying host. We could have drawn out the changed serum and done something. I could have made it... Perfect. And only a week later. Some freak in a spider suit appears. I hired you, to protect what I was making... I need you. To bring back. What. Is. Mine." The words were punctuated with the creaking of glass, till finally, his hands crushed the wine glass he had been holding, soft stings of pain filling his thoughts. "Leave." 

Taskmaster did as he was told. He had his mission. To find the serum, and it seemed that this spider was the main attraction when it came to suspects... So it seemed. Taskmaster was hunting.

But Norman, with his cut hand, stood up and moved to a wall, his good hand placed over a DNA scanner hidden into the wall, where a hidden panel was soon opened. Inside, bundles of cash layed, but most importantly, was the last version of the serum, the serum he had put into the last Spider he had. Simulations ran the serum is imperfect. Mental functions had been brought to a new low. But physicality, and his will power, his intelligence.

"If you fail Taskmaster... Then I might just have to take my serum back... Myself. Whoever this Spider is. Whoever he works for. I will make them pay, for crossing Norman Osborn."

 

* * *

 

 

"Did you notice the new kid staring at you." Penny asked MJ, giving a small grin to the other teen who sighed, pushing tiredly at Penny's face before giving up as Penny quickly ducked away from the attack of personal space invasion.

"Not really. Pretty sure every new kid stares at everyone when they come to a school." With a sigh, MJ looked up to her house, before looking to Penny who seemed to be looking at the ground. "You okay?"

Penny looked to MJ, and gave a slight shrug. "Yea.. Thinking I might head to the library again.." If there was one person Penny could save, then she'd have to, staying here wasn't going-

"No. You've avoided her enough. Your Aunt needs you too Penny. Just as much as you need her." MJ crossed her arms and frowned at Penny, who looked slightly sheepish, but then, Penny hadn't really told them about the cancer. That was something Penny decided she needed to deal with, alone. But... It was true that the person she had first used her powers for... Was the one person she had been avoiding.

"You're right... Get some sleep MJ. Maybe the new kid will seem more charming tomorrow. What was his name again? Felix? I don't know." Penny shook her head with a soft chuckle before the two teens embraced.

Returning home to the sound of Aunt May in the kitchen, Penny slowly made way to the room, silently watching as her Aunt worked away at what she assumed would be tonight's dinner. May always cooked early since Penny had started spending her afternoons at the 'library.' "Aunt May..." Penny called out to her, casuing the elderly woman to pause and look to Penny.

"Oh! Pen Pen. You're early, you don't come around till-" Before May could go any further, Penny rushed up to her only family and gave the woman a hug. "Pen.."

"I'm sorry May.. I've been selfish. I've been selfish to you. My selfishness is what... I'm sorry." Penny felt her eyes burn again with tears. She'd been crying this past week more then she had her entire life. "I know about your cancer May... I know. It's why I ran away. It's why Uncle Ben followed me. I..."

May grabbed a hold of Penny's shoulders tight, a tightness that would have hurt if it wasn't for the strength Penny held in those shoulders now. "No. Pen Pen, you did not kill your Uncle. A bad, bad man did. Your Uncle died, helping someone and as much as I wish he was here now. His selflessness is why I loved him. Why I love him now no matter where he is. You don't blame yourself young lady. Not when it's me and you." Penny stared up at her Aunt, who had her own tears, and the two Parker's fell to their knees as they cried in comfort of each other.

 

_A few hours later_

 

"You know... Your mother told me. If she ever had another girl. She'd name her after me. Mayday. That was your name almost.. But I think Ben's suggestion of Penny won over. She loved you... So much. I wish she could see the young lady you've become today.. So smart and strong." May held Penny close in the room that her Uncle and Aunt had shared. Penny could hear the exhaustion in the woman's voice however, and soon, she softly snoozed.

"I... I love you May.." Penny whispered, slipping out of her grip and going to her room. Quickly changing out of her clothes, Penny stared at her reflection in her full body mirror at the body that sometimes still seemed so strange to her.

The young girl had never really considered herself pretty. Or attractive. Not when she had so many people to compare too. Her face was perhaps her only saving grace, but not everyone looked to ones face.

But now.. Penny was something new. She had grown, in more ways then one. Even her muscles, which were just on the verge of toned, seemed sharper, stronger, perhaps from all the activity she had spent over the past week and so. In some way, she was even more attractive. If Penny was to compare her old self to herself now... You really wouldn't be able to tell the two apart. Even her face was more defined, sharper and older looking. As if her genetics had been reworked. A conclusion she had come too every time she stared at this mirror.

"I might not be able to keep the Spider-man charade forever. Soon... I might just be... Spider-woman? Spider-girl? I mean, I didn't go with Spider-boy... Kinda wish I was taller." Penny mused to herself, before following her ritual. Binding her chest, throwing the suit on, a long process. Maybe she could make the suit a one piece? But how would that work...

Thoughts for later. She put her crotch guard in and mask on. Finishing the ritual as she opened her window and climbed out, before jumping up to the roof and letting out a breath. Luckily, this part of her neighbour hood wasn't big on cameras. But then, her sixth sense always seemed to go off when she was about to enter ones view. It was different then when something was about to hit her. Like a dull sense, a dull warning, compared to the sharp sting of alert that she normally felt.

But right now, she was Spider-man, and while it was a bit late, she could still patrol the streets a bit, first she needed to get somewhere with taller buildings...

 

* * *

 

 

Two hours, a slice of pizza and two webbed up bad guys that had thought they wouldn't be seen car jacking. Penny could firmly say, she wished she was in Manhattan. Once much bigger, it had become it's own island after an attack from a alternate dimension. The first time the greatest heroes ever, the Avengers ever gained traction.  Even the X-men and some alone heroes had joined the fray. It was a long battle... A bad battle.

Earth had won, but it had suffered. Penny was still young when it had happened, and remembered when she, May, Ben, MJ and her family had been invited to Normans safe house with Harry. She always liked visiting Osborn tower. Manhattan was so awesome. It felt like it's own little city in the middle of all the other parts of New York. Yet here she was, staring at the bridge from Queens to the place she wished she could be.

Now that was a place filled with crime. She could be a lot more help there then here. But.. This was her home, and while she couldn't be everywhere, she got around really quickly... Not as quick as she would if she could web swing everywhere like she'd be able to... 

She shook her head. No use complaining about something she couldn't help. Walking to the edge of a roof, Penny was about to jump to move on when the sharp ting of her... Well, she had decided on Spider-sense, peaked up, behind her, low. Penny reacted, jumping into a back flip, but as she avoiding what looked like a powered Bola.

Only her spider sense was still going off from behind her despite the fact she had avoided it, yet mid air, with no way to dodge, she felt a boot connect with her spine, getting a pained yell from the young girl as she was unexpectedly sent forward, crashing into the alley wall between the two buildings she had been on, bouncing off the wall and falling onto a closed dumpster.

Even that caused her to bounce as she crashed into it, as she finally fell on the floor and found a moment where she wasn't moving or crashing into things, she crawled forward, head spinning. "Wha..."

 **"You're a lot harder to find then I had thought."** A voice boomed from above, before whoever it was jumped down and landed a few feet behind her. Turning onto her back, Penny let out a groan and she tried to sit herself up, staring at the strangely dressed man.

"If I'd known you'd kick me when you found me, I'd have called you earlier... Who are you, by the way." Penny spoke, finding the bad joke had come out of her mouth before she could control herself. At least she was able to put on her male voice, even if it sounded a little too high and childish.

The man with the skeleton like mask looked down at the young, arms crossed as if in thought. While his mask was plastic and there were LED lights for eyes, they somehow worked together to express... Disappointment? **"When I saw you, on TV, from afar. I had expected a man. But your voice, posture. Tsk. A boy. I suggest you don't fight. My employer wants to chat."** His voice was distorted, causing chills to run down her currently aching spine.

But she wasn't going to let some asshole who kicked her tell her what to do. And.. At least he was still wrong about the gender. "How about I go see your employer myself. I'll even bring you along. Beaten up of course. I have a non existent rep to keep." Penny joked as she stood up, before getting into a low posture, ready to move. She didn't know this guy, but she could see his get up.

He was no Iron man. "What are you anyway? Discount Iron man? Tony Stark called, he says he wants his old and broken parts back." Penny sneered, which actually seemed to get an annoyed grunt from the Merc. While he was no Iron Man. She didn't like the idea of all that tech on him. Too much to worry about.

**"I'm warning you, if you don't cooperate I will-"**

"Attack me from the front? Can you actually do that? I know we just met but so far I think I know your weakness. Can only attack someone from behind." Penny joked again, getting silence before the merc finally moved, dashing towards the girl and throwing a circular object at the floor, which instantly blew up into a cloud of smoke.

The initial surprise of it caused the young girl to flinch, a step back and arms up, but the danger wasn't from the smoke, and while it wasn't stinging her eyes yet thanks to the protective glass and her mask doing enough to stop her from inhaling too much of whatever smoke this was, her Spider sense went off at a attack coming for her head.

She could pinpoint the exact direction, even the angle, hell, she could close her eyes and still know where the kick was coming from, evident as she grabbed a hold of a foot meant for her head and threw the Merc with a rotation of her body. Slamming the merc into a wall as she let go of the surprised man just as the smoke screen was clearing up.

The Merc recovered quickly, more surprised then hurt. **"Interesting. I had attributed your ability to dodge the unseen to noise.. But I was silent. Yet you still caught me. Maybe there's a chance..."** The man paused, as if heavy in thought.

Penny didn't care. "Or maybe you're too slow and heavy that I just couldn't help but know which way you came from." But... It was true. She hadn't heard him. He was silent. In fact, except for his landing, his voice. She hadn't heard a single sound come from the man personally. That... Was scary.

 **"Make your jokes child. But I will take you to my employer. And if he doesn't kill you... Maybe I'll take the matters of your future into my. Hands..."** The man seemed to elude a grin, a sinister grin that even if his words hadn't been enough to scare Penny, just his, being was enough to make her falter.

But it was then. A single sound set the two off, Penny and Taskmaster looked to the cause of it, sighting a stranger in red and black overalls. More leather then anything, he had a sword... No, Katana, in each hand, and his white, peerless eyes could be seen. "Ho baby! What party have I been missing. Could have invited me Tasky. I thought we were BFF's for LIFE." The man excitedly yell, his words doing nothing to improve Penny's mood.

Right till the man, Tasky, had let out a even more annoyed grunt at the sight of the man, his words filled with disgust, annoyance and hatred and every other emotion in between that told her enough. **"Deadpool..."** Her savoir. Deadpool, had arrived.

**Notes for the Chapter:**

> Alright, so enough questions about how I could do better or asking for people to write comments. How about a good ol answer. 
> 
> Some might have noticed I put Task master up there. Well, with so many villains and heroes I could put up there, him being up there means something, trust me. 
> 
> Some might have noticed I teased a certain mysterious mysterio character. A little Kraven. I want to do things with this world I am making.
> 
> Anyway, if anyone does have questions they might like answered, I will happily do so. Related to this story, my other stories or just general.
> 
> Side note, I've decided on the map from Spider-man Ps4 game. Smaller New York. Easier to manage as someone not from New York. Or America in general.
> 
> P.S. Dead-pool was a late addition. But I got an idea and went with it.


	6. Meeting new fri... People.

**Summary for the Chapter:**

> Spider-man and Dead-pool team up to take down Taskmaster! Or... Do they.

Her Savior had arrived. Right till the sudden explosion of a gun going off overtook Penny's senses and she brought her hands to her ears as the man known as Deadpool was suddenly and horribly leaning back in fall, shot to death. Penny had just watched another man... Die?

"Whoa! Not cool Master of Tasks. You trying to embarrass me in front of the newbie?" Deadpool called back to Taskmaster, leaning forwards as he looked to the downed spider and the merc. A bullet wound sized hole in his head, yet it didn't seem as if... Well, damage had been done. Well, Penny couldn't be sure, she kinda felt sick and sore and confused to notice the wound was still healing.

 **"Hrmm. Leave Deadpool. You may not be able to die, but I can make it so you won't regenerate for a long time."** The masked intruder threatened, but as if the threat was as frightening as a barking puppy, Deadpool waded over towards the two in a almost skipping like fashion.

Penny used the moment to get back on her feet, before turning to face her aggressor. With a hero on her side, maybe she could win thi- "Alright kid. I'd rather you didn't move. I got my own boss that wants to chat." Deadpools tone changed to something darker as her spider sense went off too late, a gun was firmly pressed to the back of Penny's head.

She could feel her breathing hitch, her lips tremble.

She hated guns, "I don't know about you. But I think we got a bigger problem," She did her best to deepen her voice, make it that pitch that mixed with the muffle enough that you wouldn't be able to toss head or stone on weather she was male or not. The way she held herself, what she wore under the suit, all worked together to keep that lie up. And here she was, about to ruin it all because she was scared.

 **"Boy's right. I'm taking him."** Taskmaster grunted as he pulled out a handle, before pressing a switch with a flick of his wrist, causing a electrified lasso to appear. But Deadpool didn't seem to mind, in fact, Penny could hear the glee in his voice as he squealed in freakish delight.

"OH I always love playing this game with you. But first. Naps!" The man behind her responded as she felt the guns muzzle leave the back of her suit, only her senses were still going off. And seeing as these two wanted her alive... She ducked.

Avoiding the stock of the pistol that had been aimed at her, she heard a surprised 'whua?' as she leaned forwards and pushed off the ground backwards, sliding between Deadpools legs and into a stand. "How about we play two questions. Who hired you two and why do they want me?" She asked, still low to the ground and fingers itching to press into the little pressure plate on her palm when needed.

Taskmaster and Deadpool looked to each other. Before Dead-pool shrugged and pulled back out his other sword, putting the gun away. "I don't know bout Task of Masters here. But the King-pin hired me. So you must have doooone something to piss off that fat, bald, disgustingly clean ass wipe, seriously, I bet I could make that head sparkle with a little extra."

While one was musing, the other merc, took the moment to rush to Deadpools back, winding up the lasso, he threw it towards the distracted man before said man saved himself with one of his swords, letting that catch the binding lasso. **"Stop talking and-"**

Taskmaster didn't finish as he was suddenly face first with a knee, Deadpool had lunged at the Mercenary, kneeing their mask and knocking the two to the ground, but both recovered in record time before going back at it, one moving, the other adapting, only to then be struck by a surprising attack from the Merc with a mouth. "So, about your perfect memory thing."

**"Shut up."**

"You ever think it'll work with me." With a almost dance like slide to the right, Deadpool cut across Taskmasters side, leaving a thin cut in the armor.

**"One day I will overcome your... Stupidity."  
**

"Ha, you said stupid."

As the two continued their bout, Penny almost had the mind to let the two do their thing. She could leave, right now and it was likely neither of them would notice. But... One of them would win. And she wasn't sure what would happen to the other, but she didn't like the idea, nor did she like the idea that one of them worked for the mysterious, bald, King-pin. The other, still an unknown.

So, she took her chance to end this now and get the information she needed. "Okay, my turn!" She called out as when Deadpool had his back turned to her, Penny fired a strand of webbing into Deadpools back and flung him into a wall, she then quickly aimed both web shooters and pressed once to fire single blobs of webbing at his hands, pinning him to the wall.

Almost immediately after, her spider sense went off and she did a quick side flip, just avoiding a lasso aimed for her. "Hey! Spider guy, as much as I like some bondage, this really isn't the time." Deadpool called from his spot, halfheartedly struggling to escape.

"Yea, don't worry, Tasky will be joining you." Penny jibbed as she fired another strand at Taskmaster, only to find that her web shooters would grind and groan without supply. She had run out of webbing again. And the noise was loud enough that the two Mercs knew it.

 **"Interesting. I had assumed you were a true Spider-meta. Maybe a truly transformed being because of the spider..."** Taskmaster seemed to note, but his words had a whole new affect on Penny. Because of the spider. He knew about the spider from Osborn. And... And...

Harry's Dad was the owner of Os-corp where the spider came from... Her memory flashed to earlier that day, where he had said that Norman was getting a little off because of her appearance as Spider-man. But.. Could he really have hired someone to find her, and even then, how did he know that she... Well, Spider-man was related to the Spider... Besides the whole theme of course.

"STOP THINKING AND MOVE!" Deadpool yelled out and broke Penny from her scrambled thoughts, just as Taskmaster got into her personal space and began to jab and swing at her with his fists. At first, she used her spider sense and natural agility to avoid the attacks, but somehow, he was starting to... Get quicker? No...

He was guessing, guessing with each move of hers where she'd go next. And she couldn't escape.. Less she jumped. Ducking to his right, Penny rose a leg and athletically brought it down on his fist before kicking off to gain some distance. However, his other hand grabbed her ankle and swung her, her head cracking into a nearby wall before he threw her into Deadpool, the two crashing through the surprisingly weak wall she had stuck him too.

Head spinning, Penny felt leather under her spandex covered hands as she pushed off the surface she was sitting on, sitting up and looking down at two white eyes, somehow expressing themselves in a... Embarrassed nature. "Sooo, I know this isn't the best time right now, but you're kinda sitting on me and me being all bondage up and all, I kinda have this massive ere-" Before he could finish, Penny slapped him in response to his words before she could even think.

The look of utter surprise coming though his mask almost made Penny want to laugh, but she had something to do. Standing, Penny found Taskmaster staring down at her. Thinking she could use her speed and surprise on him, despite the fact he was kinda moving without moving, stupid head injury, she jumped and flipped onto the roof before lunging back at the merc, who swiftly and expertly side stepped and caught Penny halfway, elbowing the side of her head and then throwing her at another wall.

 **"You're fast. But you're not fast enough... No... You don't know how fast you really are. Young, inexperienced yet knowledgeable... Or maybe determined enough to last in a fight this long. I really hope my boss doesn't kill you. You'd be a perfect pupal."** Taskmaster revealed what he had meant when he had said he'd like to keep her. Honestly, that did nothing to improve her mood.

"Whaat, want me to wear a stupid skull mask too, sorry. I'm starting a franchise, spider got gullets. Need to keem my image for them gulls..." Penny grumbled, surprised her voice was still high in that deep enough way. She was sure she was going to screw this up at some point, sound too feminine, then, if anyone ever wanted to find her, they'd be able to start with the right gender.

Her talking seemed to annoy the Merc as he came up to her, grabbing her by the back of her neck and lifting her up rather painfully, her spider sense strangely silent, as if it didn't consider this way of action as a threat. **"I think I might see the boy behind the mask. I've had my theories. Who would know about the spiders. A scientists son. I've watched all of them and they seemed to never be out when you were. King-pin? No, King-pin wouldn't have hired... Well, whoever working for King-pin would not have hired Dead-pool... Are you just a boy playing hero with things you don't understand..."** Taskmaster spoke, unaware of the escaped Deadpool sneaking up behind him, Penny herself wasn't interested in what the man had to say, too tired really. Why was she tired anyway? Just a head bump...

Her spider sense screamed at her, forcing the young girl into reality as she felt a metal hand peeling at the neck of her mask, she reacted, grabbing the mans hand and gripping it hard. At first, he seemed to chuckle at the resistance, that was, until he let out a strangled grunt of pain as her spider enhanced strength began to crush the glove into his hand. At the same time, Deadpool lunged out, letting out a war cry that, along with the crushed glove, made Taskmaster drop Penny.

Free, and deciding that the red suited pervert was perhaps the better of the two, Penny lunged at Taskmaster as he suddenly had his hands full with Deadpool; but she was still off kilter, her head wasn't doing a good job at deciding where she should go and what she should do.

While her spider sense did enough to keep her out of harms way, it was when Taskmaster had stolen one of Deadpools swords and seemed about ready to slice downwards, that she made a maybe bad move. Her spider-sense thought so, her slowly recollecting thoughts shared the same idea. This Deadpool guy couldn't die, what was one sword swing down his gullet going to do?

Well... She didn't know. She didn't know what to think or believe. So rather then keep herself alive, she did the heroic thing and shoulder charged Deadpool out of the way, turning to make her own escape. Only to then feel something warm sliding down her chest, the sound of fabric and latex tearing, bandages being split open. Then that warmth spread, and Penny found that her feet were surprisingly tough to be standing on... Weird. "Ha... That... The.... Best you've...."

Her vision was darkening... Pain spread though her chest. She could hear surprised and questioning voices, before she completely lost power to her legs and fell backwards into leather hands. Pain taking over everything before she felt nothing but cold sleep. "Spider... Guy?"

 

* * *

 

 

When Penny came too. She almost expected to be chained up or something. Not on a bed... Couch. She couldn't tell. In fact, she couldn't tell a lot of things. She felt sluggish and dim. But her hearing, if a little watery, was still there. And their were voices.

"Wade Wilson. What the hell were you thinking." A woman's voice yelled out, almost as if chiding a child. She heard a mouth full with food respond, the words muffled and unintelligible but the voice was similar to the man known as Deadpool. She wasn't sure what he said, but she knew it was him.

"I know. Hospitals and vigilantes don't mix, but you brought her here, from Queens. This is Hell's kitchen. What in the hell were you thinking?" The woman said, her tone not changing, right until they heard the surprised gasp come from the room Penny was in, come from her actually.

She was in Manhattan. New York City. Hell's kitchen. What was the time. The day? She needed to know. No. She needed to get out of here, sitting up, Penny found her new found energy quickly vanished when a soft, yet pressing hand pushed her back into her makeshift bed. "Shh. Hey, you need to keep still okay. It wasn't deep, but you lost a bit of blood. And those swords stopped you from healing normally."

"Hey! I didn't tell her to sa- To help me." Deadpool grumbled, his voice muffle-less. Penny looked though... Huh. She still had her mask on. She looked though her glassed eyes to see an impossibly burnt man in a red suit. Even then, she wasn't sure it was burns.

"But she did it anyway Wade. That tells me enough about the... Spider-man. I guess Spider-girl would be better stated huh." The woman spoke, softly, softly enough that Penny found herself falling to the dark abyss once more, her mind lingering on the chosen words these two had said... Girl... They knew.

 

Some time later Penny awoke again. This time, however, she felt better. Good. The pain was still there, head and chest, but it felt more like an afterimage then it did a constant factor. She slowly sat herself up this time, feet finding ground quickly enough, she looked around and saw her suit, the chest part of her suit, in a corner.

Covered in blood. Her blood. She looked down and found that bandages had been wrapped around her chest in a much, much different way to how she did it. While she made it so the bandages gave some sense of bulk, these bandages clung tight to her form, almost restrictively so, yet, as she moved, it seemed to fit her much better then the odd job she had managed on herself. Was she restricting her own movement with the way she bandaged herself?

Deciding she could figure that out later, Penny grabbed her dried blooded suit and pulled it on, annoyed at how it had been damaged, but thankful that her new bandages still seemed to do a good job at constraining her breasts, if... Making her form smaller then how she did it. "I kinda... Like it.." She commented. The way the suit fit her. Was it really worth it? Pretending to be a guy? Half the population was female, even if they had the right gender, it'd take ages for someone to deduce it's her of all people, right.

"Surprised to see you're up." A voice called from the door, causing Penny to look to it. It was the woman from before, the woman that most likely did the bandages.

"Oh, umm... Thanks.." Penny said, rubbing the back of her mask. She wasn't sure how to talk to this lady right now. But the woman seemed to wave it off.

"It's fine. I'm night nurse. If you come in a few more times, you might get my name... So. You're the Spider-'man' from Queens huh? I can see why they'd think that. Botched job and bad bandages, but you made it work. In fact, those bandages of yours might have just saved your life. Wilson used them to keep pressure on your wound on the way here, that and the blade caught them first, might be that kind of metal, but still." Night nurse explained, sipping at a cup of coffee. Coffee.

"What's the time!?" Penny was quick to ask, stepping towards the woman who sighed.

"Three. I'm really surprised you're up. I got you at... twelve? Three hours later and you're walking and ready for battle for someone so young and new to the kind of pain you suffered." Night nurse looked to Penny with eyes full of kindness and the young girl found herself letting her guard down all together. Right till a white eyed mask peered from behind the woman.

"Yo, so. About before. I literally thought you were a guy. I mean, it's fine if that's how you think yourself, but I wouldn't have said anything about the thing if I'd known you were only a teenager." Dead- no, Wade Wilson said, an apology about... Oh. Penny felt herself blush under her mask as she remembered his comment about her sitting on him.

"Well, how bout you forget about taking me to King-pin and we got a deal. Actually, if you'd direct me to the-" Penny was about to see if she could get her hands on King-pin earlier then she had hoped, but a new voice interrupted. "I think not."

Looking to the new man, Penny felt her jaw drop. The devil of hell's kitchen. Before her in the flesh. "Oh wow, you're.. You are." Penny felt like she was gawking. She was wasn't she? She'd only ever met Tony Stark and that was... An horrible event. But he was still a hero, and now she was meeting a vigilante, often considered hero, Daredevil. This was awesome.

But it seemed Daredevil didn't think the same. "Young girl. Take the mask off. Here, home, I don't care. And keep it off." He sniffed at the air, frowning even deeper because of it. "You're what. fifth-teen. Not a mutant. You don't smell the same as they do... Not exactly... Look kid. You may be strong. Stronger then all of us here. But that doesn't mean you need to use those powers. Go back to school, you need to-" He wasn't able to finish as Penny jumped up to the roof, flipping and landing so that she was on all fours, clinging to the roof with her eyes down on the three that seemed to stare in mixed awe and surprise.

"I know. But I have these powers. I have a responsibility to use my great power for the greater good. And I do go to school. Yes. Sometimes I'm tired, sometimes I can't sleep at all, sometimes I fight though the limp of a bad swing or fall, hide the bruise of a hit I couldn't avoid, but I go though it . But before I got my powers. I was a grade A student. I will be a Grade A student. I want to go to college, I want to get a job. But I can't ignore that I can help people!" Penny nearly yelled out the last part, but what she said was true. She wanted a life beyond this. Fighting crime, saving people, but she wanted this part of life in it as well. And who was this guy to just come in here and tell her to stop. She had to make her word heard now. But it was true as well. So, so true. That life she wanted.

And she'd have it. She would. Letting go of the roof, Penny flipped back to the ground, standing to her tallest. Which was still smaller then everyone here, at 5'5, Penny wasn't the smallest, but she certainly wasn't tall. Still. It seemed Daredevil, literally the demon of crime fighting, had to take her words seriously. "I need to go home. I have school today... Night nurse... Thank you. Wade... Wilson?" She asked, getting a affirmative shrug from the man. "We good?"

"Yea. If you were older, I'd have took yea to King-pin, but I guess you helped me out even when you didn't need too... Avoid Skeletor kid. He seemed really pissed when I rubbed my ass on his face." The man said with a overhyped Ha. Before wondering off.

"Oh, this one was a freebie kid. Next time, I expect some compensation," The nurse added, before leaving the room herself, leaving only Daredevil and Penny.

She was about to take her own leave when she saw the red costumed man hold up a hand to ask her to stop, and she complied. "Yea?"

He waited a few more seconds before responding. "Kid... This world has heroes. In those that work out in the public, and those that work in the shadows. Besides the X-men, there are not a lot of kids your age fighting crime. So be careful. Cause the villains won't care who you are. You already know this... But if you're set on living a life and fighting crime from such a young age. Then know your choices. Know who is your friend, and who isn't. But... I guess you might be able to take a slice of all sides of the world." The man said, cryptic about what he meant, but Penny nodded, a soft smile hidden under her mask.

She was about to leave again when, "And if you ever find yourself patrolling Manhattan. Stop by. I heard you're fast. But being fast doesn't make you skilled." He finished with a nod, and Penny nodded back, before leaving.

Climbing up to the roof, Penny noted the neighborhood, the house particularly. This was the place of the night nurse... Wow. She just met... Wow. "This... This has been one heck of a day."

She smiled as she aimed her wrist to start web slinging, only to get that grinding noise from before. "Oh, right. I really need to keep some spare cartridge on me... But then I'd need to update the web shooters so that I can eject the empty ones easily... But I also need to hand make them in the way so that they can't be traced back to me..." It was something she'd have to think about.

And she was going to have plenty of time to think about it while she made her way back to Queens. Man, she was going to have to be quick. Good thing Daredevil was right. She was fast. And with the way her new bandages were strapped... She actually felt faster as she lunged and vaulted over anything in her way, running up walls and jumping from building to building. Maybe she was being restricted by the heavier style she had done.

Still, it was all things she could debate internally as she made her way home, a long way home. But it felt nice. Nice to move in the dead of night, silent except for the odd car and cat. It gave her the time she needed to think of a way to design her web shooters to be better. Maybe she could enhance the webs themselves. Originally an accident of her making, they might just be the greatest tool at her disposal. She'd need to figure out dissolve rate, maybe even styles of webbing's... All in due time she supposed.

 

* * *

 

 

When Penny got home, she felt rather surprised at how quickly she had been. When she got to Queens, the buildings got shorter and certainly made things slower. But she made it, with time to spare. Throwing off her uniform, Penny pulled on a causal shirt before realizing that the bandages would show... She pulled on a hoodie on top and zipped it up, along with some jeans.

She was once more, Penny Parker. Dressed in too many layers and still a little sore from last night. But she was happy with herself. She met people, vigilantes and mercenary's. One that was... Weird. One that was dangerous, but she learned from both of them. From how they moved to her own movements. She learned. She remembered.

And that was what was important... That and the fact she had a algebra test today. She was going to ace it, she was sure, but she and Harry were going to do some revision in the library before hand anyway.

Staring down at her costume, the front ripped, covered in blood, hers. She shook her head and grabbed a towel, before wrapping her uniform in it and throwing it in her bag along with her web shooters. Pulling the bag on, Penny rested her head on a pillow and resisted the urge to rest the rest of the day off as she waited for the telltale sound of her Aunt getting up.

When the time came, Penny went downstairs and helped with breakfast, chatting with her Aunt before leaving to meet MJ so that the two could head to school. On arrival, the two got off the bus and quickly met up with Harry, the trio going to the Library and were about to start up their study, when surprisingly, they were met with a surprise appearance from the new kid.

The new kid, Penny could note, and not at all shamefully say, was pretty cute. His hair reached down past his eyes, brown, if a little out of place somehow. It looked real enough, but her eyes just... The hair felt wrong. Talking about eyes, he had some nice blues- Penny shook her head. Boys were always something that use to be on her mind. Hell, at one point, even Flash had a allure, quickly taken away with his... Bully like tendency's. 

But it didn't really matter, his eyes were on MJ. "Hey, I'm Felix Harmon. And you, are an amazing looker. Want to hang out?" The boy asked, an raised eyebrow that took too much effort to look suave. Maybe another day, but for some reason Penny couldn't help but giggle at his eyebrows. They looked fake. 

Her giggle seemed to have drawn the attention of Felix, who looked over Penny as if it was the first time he had even noticed her, and yet he didn't look too impressed. She couldn't blame him, with all the layers she had on. Strangely, he seemed to be wearing maybe a little too many layers himself, only, he wore it better. "Sorry dude, but I'm with my friends, and their presence is already a better time then the seconds I've had to listen to you." MJ finally responded, grabbing the boys attention once more.

His face grew angry, but when Harry started to sit up, the boy must have decided they wern't worth the trouble. "Fine. Didn't want to hang out with someone who prefers losers anyway." He spat, before storming off, leaving the trio alone once more.

"Well, that was interesting." Harry said, a smile on his face, returned by MJ as she laughed herself.

Penny however, while having found what happened amusing, frowned still, "Hey, did he seem off to you? Like, hair wise?" She said, poking her cheek in an effort to look bored about it.

"Nah, it looked shiny. Clean. That was about it." MJ commented, before getting back into her book, leaving the young girl to frown. Really? Had they not noticed the way... Maybe her eyes really are better. And here they think she's wearing contacts.

"Yea... I guess." Penny replied, trying to get back into her book, but she glanced Harry, who seemed to have a devilish smile about him.

"I don't know Penny, someone stares at someones hair, specifically a girl staring at a boys. It means they like them~" Harry said with a sing song voice, and soon MJ joined him, "You know, I did notice Penny staring. Were you drinking him up? Wondering just what was under all those clot-"

"Please stop, guys! Come on." Penny found her cheeks growing warm as she hid her face with her book, getting a laugh from the two, but as she lowered her book, she noticed how Harry seemed to smile towards MJ, almost as if staring at her hair. She had her own little smile for him. "You guys are horrible." Penny laughed, before getting back into her study, her friends following close behind.

 

When the bell had come and gone, the three went to their classes, leaving Penny to ponder all of life's great mystery's. Like how did she look, was she really staring at the new kid, Felix, like that?

What did he think when he looked at her... No, bad Pen. She had other things to think about. Like what she was going to use her spare time with biology and chemistry to do. She always managed to complete her assigned work quickly, and lately she had been sitting in the back so that she could doodle designs and formulas. And then put them into effect in chemistry, where she had the materials to work with.

She had been thinking of perhaps designing her web shooters to contain separate cartridges that did other things, maybe even have a cartridge for web slinging and another for fights. So many things to do, so little time and... Technology. She needed something better then scrap metal she was putting together. Thank you crafts class.

When lunch hit, Penny took a detour towards the drama class, waiting till the coast was clear before sneaking in, looking for some latex, spandex and clothe. When she found enough, she found a room to hide in and started on sewing up her suit. Getting the chest back together. Thank you Aunt May for all those lessons as a kid. When she was finished, she held the suit before her with a smile. Done. She could wear it to... Wait. "Oh man. I screwed up the spider." Penny frowned at the stitched up spider marking on her suits chest, that now looked mismatched.

"It's fine. Who stares at the symbol anyway. And I can fix it up later." She decided, carefully stuffing the suit back into her bag before walking up to the door, only to pause as she heard another open. Outside, but in the drama compartment. Did a teacher come in? That'd be bad, students were not allowed in here because like her, they could steal things. Like she had done. Huh.

"I saw you come in. You're not allowed in here." The voice called out, male. Weird. She was pretty sure no one was around when she had sneaked in. And... Did she know the voice? Opening the door, Penny stepped out and was face to face with Felix. "Huh.. Didn't take you for a rule breaker." \

 

* * *

 

 

Penny and Felix stared each other down, with Penny looking more to the ground then at him. He had taken off his jacket, and he looked. Strong. Like, dangerously and awesomely so. "You're the loser that was sitting with the bitchy cute girl and the annoying stupid looking guy. Mind explaining what you're doing in the drama room." He asked, a sneer in his voice. Strangely, Penny felt her cheeks grow red not with shame, but anger.

"Stop. All because MJ doesn't like you, doesn't mean you have to call her, or Harry names." She looked to the boys eyes now, who seemed surprised that she spoke back, only for a predatory glint to shine with his eyes.

"Oh. And what about you? You didn't say I couldn't call you a loser. Or a thief. You came from the clothes room, bags looking awfully heavy." He smirked, stepping towards her, and she stepping back in response.

"I have a lot of books." Which was true, but she had just put her suit above all her things. And if he looked, he'd see. She couldn't have that. She couldn't let him see her bag.

But it seemed he believed her. "Mmm. Word in this school is a rowdy thing. Penny? Was it. People still talk about you. Hell, I even saw a picture of you from a few months ago. That girl and you, are very different, but it seems after your relative died or whatever, you just. Changed." The boy went on, his words doing nothing to calm Penny down. How he talked about... Ben's death like it was a normal thing. Common.

"Look, I haven't had lunch and I didn't steal anything. If all you're going to do is talk, I'm leaving." Penny started walking to leave, only to be palmed in the chest, sending her back a few steps out a mere surprise. He... He was strong.

"But I'm not done with you. I want to see. Isn't it hot? With that jumper on, what have you hidden under it? Huh? What things did you take." He growled, and Penny found herself... Surprised. He thought she hid her things under her clothes? Her jumper?

She frowned and put her bag down. "Nothing. Now move. Or I will move you." She threatened, and felt surprised when that got a hearty laugh from Felix, who returned his own threat. \

"Yea? I'd like to see you try from the ground when I'm done." He pounced forward, and looked very surprised when Penny wasn't in front of him anymore, but to his side, her own palm pushing at his side and causing him to fall to the ground. "Wha... How."

"I guess you're not as good as you thought." Penny mused, grabbing her bag and starting to walk back to the exit, only for her spider sense to rocket as she ducked to the side again, narrowing avoiding another push, and another surprised Felix.

"That... Shouldn't have happened." He frowned, looking far more annoyed then before, as if he had never failed to push a girl before. Penny laughed at the idea.

Her laugh seemed to make him more then annoyed, but angry, as he lashed out at Penny again, faster this time, and with a fist. She leaned out of the way and looked to the rather pissed boy. "Dude, what the-" She couldn't finish as he pushed forward, fist after fist coming for her. Each one getting faster and faster. She once more, dropped her bag as she continued to back away. She didn't want to fight, but at the same time, the more he swung at her, the more she wanted to show him just how much stronger she was.\

It would have made for a hell of a surprise. He was taller then her by a few inches, and looked much stronger then her hidden toned figure, but she held a bite, but even her bite was not prepared for what came next. Penny felt surprised as she noticed his eyes brighten, till the blue was almost an aqua color, the pupils,shifting to a almost diamond shape, like a cat, it surprised her so much that he landed a punch right into her solar plexus, the hit causing her a great deal of pain as she stumbled back and over her bag with a strange loss of balance.

Somehow, they had done an one eighty during their fight, and as Penny slammed onto her back, the boy pounced atop her and grabbed onto her jumper with razor like claws, before tearing it apart. His smile at having won and revealed what he assumed was where she hid the stolen clothes was suddenly faded as he stared at the bandages that lay under her shirt. Which was riled up enough that he could see blood starting to peer though the bandages, his punch having torn the stitches in her skin. "Oh... Oh crap.. What happened to you." He asked, the gull of him.

Hurt, annoyed and pissed. Penny pulled her shirt down and grabbed him by the collar, forcing him down close to her face. "Noth... Nothing. Go. Please. You don't say anything. And I won't." She let go of him and laid back, looking to his fingers, where his nails had seemingly sharpened. The boy seemed to have realized this himself and, with some pause, nodded his agreement. Before leaving Penny alone in the room as he exited.

"Huh... Who knew... New kid... Is a mutant." She laughed to herself, painfully. Slowly standing herself up, she checked the damage, besides a few holes, she could still wear the jumper, but she'd need a new one and soon. "I could have taken him. If I was trying. Totes. Please stop bleeding." Penny grumbled, throwing her bag back on and letting out another breath. She just fought as Penny Parker... Well, dodged some asshole who mistook her for a thief. Did that make her the asshole? "Questions for later... Like all of my self said questions. I need answers to my own questions now more then ever huh.." Penny mused to herself as she left the room, thankful no one else was around to see that mess.

"Well. Let's hope the rest of today goes a whole lot better then these past few hours... When I get home form the 'library' tonight. I am going to sleep no matter what." The young girl told herself. Just as she made it to her health and phys ed class. Where Mr Powers was standing with another man, who he introduced as his aid for the next week or so.

"Let me have the first pleasure for you all to meet, Mr Masters. He will be training for a teacher position at our school here." Mr Powers introduced the tall man called Mr Masters. Powers, Masters, that was something to joke about. But Penny couldn't quite help but feel a little off about this new teachers aid... It was like he was scanning each student in class as he spoke. Weird.

**Notes for the Chapter:**

> So this has been getting quite a few hits... And kudos. Which surprised me. When I first made this, I thought to myself, this is something old. It isn't new, and it isn't professional. Not many will want to give this a go. But some have, so thank you to everyone who has read this far. I made this because I just had a moment of want. Now. I do this because I like it. And to respect a man that could rival any master of creation. 
> 
> Rest in peace Stan Lee.
> 
> Also I hope to do better in making Penny her own character. I'm not good at describing ones body and while it isn't the most important thing, it is something I should work at. Also her costume. You think I'd be lazy and stick to simple designs? Nup. I'll figure something out. Eventually.


	7. Just a little outer world perspective.

**Summary for the Chapter:**

> The story has been following Penny almost pretty close enough, but, there is still a world around Penny.

_A drama room._

The truth about the drama room was that besides housing those who wished to pertain to the arts of drama, it was one of the most quiet places one could go. Liz Allen liked that. She too, was apart of the class, but when everyone left, she stayed behind for the quiet. So when Penny Parker had chosen to sneak herself into the class, Liz didn't make mention of it. She had thought about following the girl, doing what she had done for years. But the reality was that much like the past few days, she couldn't.

The truth was, Liz knew Ben. When they were younger, the four were friends, Penny, Liz, Gwen and MJ. But with Gwen living with the police chief for a dad, she moved a lot, hell, she was only here for a short while before they went back to Manhattan. MJ and Penny were always closer then they were with Liz, and when Penny had accidentally, and Liz knew it was a accident, spilled that gunk over her hair. She was just too self adsorbed, too angry, to care.

So she took her anger out on Penny, she had a reason too. A reason, for years. She had grown to like it and hate it. But after Ben died... Liz found that anger, that joy. No longer existed. And with Penny growing taller, thinner, better. Well, Liz was afraid.

She was more afraid after how she saw her and the... Mutant. Move. Felix Harmon, or whatever. New, good looking and a bit of a playboy. He flirted less then he stared at your valuables, so she found it strange that for someone who she was quite sure stole that bracelet from Stacy. He got very uppity at the idea of someone stealing from his class, maybe he was annoyed, maybe he considered what was in the class, his... Or maybe he assumed she had stolen his stash, as Liz had started to assume it was where he was hiding whatever it was he stole, she just couldn't prove it.

But having watched those two move, she was so... Intrigued? Was Penny taking self defense? Was she always just that good? And the boy, he was aggressive, but as his aggressiveness seemed to not make a dent in Penny's movements, he changed, his nails became claws. His eyes glowed with a light and shine, he had managed to strike Penny and ripped apart her jumper.

But rather then clothes like he had claimed, or a bundle of stolen loot like she had assumed, there was nothing but Penny hiding her body. A body covered in bandages from the room Liz was watching from. Mostly around the chest. Liz felt... Sorry? Worried? Afraid for Penny? She had somehow hurt herself in such a way that she hid it from everyone. Was she cutting herself? Getting hurt by someone? Who?

When the mutant left, Penny seemed to just... Talk. As if it was nothing, as if the pristine white bandages didn't seem to be dampening with a crimson red as she pulled her jumper on and walked out. Hiding her injury. She wasn't sure what to do. She wasn't sure if to report the school's newest hottest guy or not as being a mutant. To go to the nurse and say that they should grab and force Penny into a bed. Crushing the joint she had and hiding it under a load of paper in the rooms bin, Liz waited a few minutes before following the two out.

She hadn't spoken to Penny since Ben's death. Ben, perhaps the greatest uncle one could ask for. She was sure everyone of them, from her to Harry, wished Ben was their uncle back when they were kids. He was sweet, awesome and helpful. So, so helpful and understanding. And yet Liz had just used that thought that Penny had such a man for family every day, lucky to have, as another reason to bully a girl that didn't need bullying. Didn't deserve it.

And after watching that, as her thoughts were confronted with the idea, the person she had been avoiding to avoid this realization, Liz realized that she needed to say something to Penny, to do something.

So she went to the cafeteria. Eyes were on her, of course they were. She was pretty, intelligent and cool, and she didn't care for them. She looked to the eyes that didn't look at her, three old friends she had chosen to leave behind. She walked forward. Ignoring Flash, ignoring Betty. Ignoring Cindy and every other new friend she had made till she was right in front of the trio. And as Penny looked up at her with tired eyes, Liz grasped the girl into a hug, one that surprised those that mattered.

"I'm sorry. Pen. I'm sorry. I'm sorry I didn't accept your apologies those years ago. I'm sorry about what happened to us... I'm sorry Pen."

 

* * *

 

 

_A house, near the bridge to Manhattan._

"What do you mean she saw you." A young woman almost yelled at the boy, who was looking down at the ground in shame. The reason he could say almost, was because it was loud enough for Felix to know he'd done bad, but not loud enough to tell the neighbors what was happening.

Ever since they'd run away from home. From dad. Felicia Hardy had gotten better at being a parent then a sister. Felix Hardy knew that well. "She didn't.. Look. I had thought she'd... She was stealing things. Things got tense." Felix had to choose his words carefully. This was his third school. The first they'd left. The second he'd been kicked out of for stealing multiple times, enhancing his 'talent' as he had called it. This one. This one was temporary. But he didn't need another new last name. New documents. A new house so soon.

Felicia scoffed at his words, "Funny, coming from you. So why did you draw out those claws of yours then?" The woman asked, hip cocked to the side, but was he suppose to tell her some girl got the better of him, annoyed him by being better then him. Sure, as soon as he got serious she wasn't ever going to stand a chance, but he had to get serious. That was already too far.

"It was a accident, besides. We came to a agreement. I didn't tell anyone about her thing. She didn't seem keen on speaking about my thing, and I watched her the entire day. Didn't make a single mention. It's fine." Felix smiled at his older sister. Step-sister if they were going to be like that, but the step really didn't matter between the two Hardy's. They were kin, true and true.

"Mm. The bleeding bandages as you explained. Look. Felix. It's just one job. Pull attention back here, go back to Manhattan and continue to do what we normally do. Steal everything we want."

"And anything we want." Felix finished, before hopping away from Felicia. "I'm going to go make sure my suit's ready. The hit's still next week right?" He asked as she moved to the secret compartment in the wall they had made and removed it, pulling his suit out.

"Yea. Your awesome sister in the business department was able to swipe some documents that said next week, 12 am. Two trucks filled with a whole lot of cash that belongs to some not so nice people." Felicia smiled to herself. Quite clearly pleased still with happening upon the information as she had. If Felix could enforce bad luck on those around him, it seems she had good luck happen to her. A trade off. But not a terrible one.

If he could make people fall whenever he wanted, what was wrong with a little bad luck.

"But. This girl. Penny, was it? Are you sure it'll be fine?" Felicia asked once more, serious as she could ever be. And Felix couldn't make a joke about it, because it was serious. The girl, Penny, could easily be a danger to what they had. Mutants were never kindly looked upon before, and they're still not. Even after the whole invasion thing.

Yet Felix felt it'd be alright. In fact. He would make sure before the week was over. "Yea... Trust me sis. When have I ever let you down." He responded with a smirk as he finally removed the wig from his head. Those wigs had cost a lot of money, the two of them got the matching wigs of the best quality. Hiding their platinum blood hair... Yea. Thanks Dad. But that didn't mean he liked wearing them, or the eyebrow ones. Disgusting.

Felicia looked ahead, deep in thought. Before smiling a cheeky smile as she looked to her younger brother. "So... Was she cute?"

"Sis!"

* * *

 

 

_A home in Queens._

 

May Parker was an Aunt. A widow, and a family woman. She was also a worry wart. She'd admit it. Her life had it's up and downs, but family. Family would always be the light in her darkness, and excluding her second cousins children. Penny's third cousins, her only family right now, was Penny. Penny Parker, niece, daughter, was there really a difference in this world? And May would never stop worrying for her, no matter what.

Her and Ben had treated Penny with as much love as they could give, and now that Ben was gone, May had to take her love and make it stronger. Because as much as she suffered, Penny was losing more of the family she loved... More. Still to come.

At least, May thought, Penny had her friends, Penny had that. Penny had her strengths, and despite suffering, the poor girl went to the library each day to improve her skills and knowledge even now. She was strong. So, so strong. Just like her mother. "Let's hope she doesn't follow in her mothers footsteps." May sighed. She didn't need to lose Penny to that life, or her mothers nightly outs, that girl could party.

Taking some washing, May moved to place it into the washing machine right before she was wrecked with pain, her breath coming out in wheezes as her chest felt as if it was constricting and crushing her from the inside. She was coughing, and when she coughed, she found blood came out. The elderly woman stayed in place for several minutes, surrounded by clothes and blood and pain. Before it finally subsided, leaving a subtle echo of promised pain. "Mm... Hmm. That time of the month I suppose."

_A medical clinic. Queens._

"May, you really should buy these pills." A doctor looked from his clipboard to the elderly woman, who let out a sigh. Again and again, she'd come and get a check up, again and again, she was told the same thing, again and again...

She said no.

"You know I can't. Penny deserves to go to college, she deserves to have as much money as she can. Me and Ben had agreed, despite his constant nagging, that her future was important. And... You know the odds. I don't want to waste the money on a fruitless errand." May smiled down at her knees, a sad smile the doctor knew well as she came to her side and placed a comforting hand on her shoulder.

"I've only ever seen one other person with cancer this bad. Liver, lungs.His was a lot worst, yours can be fought with a lot more ease... But even then. I still think you should try. As the two of you told me, that girl only has you. She really does, only have you." The doctor spoke, hoping his words would have the desired effect. Get May to listen, but May wasn't in the mood to listen. And she knew the doctor knew that.

"I met Ben when he was young. We were both young. He had a brother. And a younger sister. Much younger. But I loved her. I loved her so, so much. She was adorable, kind and brave. Smart too. Liked to remind us about that. And when... When I lost my own. And she had Penny. I loved that child. I wanted that child to never suffer. When her mother died. Her father a no show. I was the first to say, she's ours to look after. And we did.. And I will continue to do so. Even if I'm not here. I will look after her."

May and the doctor remained silent for a short while after. With the doctor letting out a soft sigh as she grabbed a sheet of paper and handed it to May. "You're not well May. That there is the... Well. Estimate. But it could be shorter... It could be longer. But it has spread so far."

He watched as the older woman read the paper, watched as horror wracked her features, as tears caught up to her at the idea of death being close. "This... This soon?" May could only ask, and the doctor could only nod. After all. She had been hiding this cancer... For well over two years.

 

* * *

 

 

Norman loved very few things in life. He loved his son. He had loved the mother of his son. He loved his business. And he loved himself. Was he narcissistic? No. Of course not. He was Norman Osborn. He wasn't allowed to be at fault of a terrible human trait. He loved his brain. His ability to think, to be. He was a genius in business and science. But there were smarter men then he in the latter field. Which is why he had to be smarter then them at business.

But even now, he felt... Annoyed. Taskmaster had returned. It seems King-pin wasn't waiting. The bastard knew well enough to not touch Norman or his son. But if he had gotten his hands on Spider-man. Hell, for all he knew, this Spider-man was dead, having gotten himself killed as, Taskmaster explained it, the boy threw himself in front of a sword. The boy. A boy.

"A boy stole my formula... And finished it." This. Annoyed Osborn. How did a boy finish it? What did he do to keep the spider alive, how did he advance it? Was far as the man knew, they were no where close to the completed formula, yet here was some child, the possible, no, the definite outcome of the Osborn formula. The mixed, dangerous super solider formula that in no way would be able to recreate a Captain America, but perhaps get something close... And the boy who had it dressed up like a spider.

It was cute. He had gotten it from a spider, he chose to recreate it. Base his technology on it... That's right. Taskmaster had said something about being close to discovering the boy. Osborn got his phone out and hit the message, listening to the augmented voice of the merc he had hired. **"Osborn. After reviewing the footage of the day the spider was taken, I've deduced that someone young would be a school kid. Now, while a number of schools came by, only one from Queens had. The one you made a personal play for. Seeing as the Spider-man is based in Queens. I plan on introducing myself into their system and culling down the number of students till I find them. If they survived and the idiot hadn't turned them into King-pin, my sources suggest it to be so. I will find them."**

A child from the school Harry begged him to go too. Just because his friends were there... Perhaps Norman had been too nice... Too.. Lenient. With his son. After-all, if he had just placed his son in that school for advanced children... No. Norman could make his own school if he... No, Harry wouldn't be happy with that. The advanced school would do... Well, not advanced, but it was the kind of school his friend, Penny would go too if she had the money.

Penny Parker. Norman frowned as he pulled up the footage on his personal computer. Harry had somehow convinced him to bring Tony Stark here. And while Norman got the privilege of dismissing the man during the event, it brought a smile to the mans face when he watched the young girl puke all over the billionaires shoes. "Hmm..." He hadn't considered Penny or the other girl. MJ. But then, this Spider-man was a man. It was in the title, even if the man was a boy.

Closing the window, Norman grabbed his drink and walked towards the window that looked down on the city. "Hmm...." So many things hadn't been going his way as of late. Shield. King-pin. The formula... The formula... The... Form... U... La... _"We could take it you know."_

The window spoke, and Norman growled. "There is no we. I am me. You are me. A hallucination."

_"Your true self incarnate. Come on Norman... Taskmaster won't find the spider-man's identity. He won't find the spider, or the formula. We... Well, you can't trust someone like him. What if he takes it."_

"We're paying him a lot. And no one would betray me!"

 _"Someone did. Someone allowed this child to steal the formula... Someone had taken it. You... I've been betrayed the moment we started this. So... How about you... I take that tech we've been working on. The battle armor that was meant to go hand in hand with the iron man...  Let's take it now. Add our own little features to it. Add mi-"_ The reflection couldn't finish as Norman threw his cup into the glass, causing one to shatter, the other to crack, and as Norman stared at the cracked glass of a window. He giggled.

The sound alarmed him for a moment, but then he giggled again. Why was his own laughter something to be worried about. _"After all... I'm Norman Osborn._ And I have a spider to catch... But first... I need to improve my armor.. hehe."

 

* * *

 

Quentin Beck sat alone in his prison cell, another withdrawal had gone and passed, but he was use to it now. So were the others.

Well. Some of them. Pixie dust wasn't a drug you could just cold turkey. It killed those that betrayed it. The weak anyway. And Quentin wasn't weak. He had survived his limbs broken, ribs cracked, all while withdrawing, while dealing with the fact he had done it. He had killed a man. An old man, sure. But a man. And then the girl. The girl in the stupid suit came and stopped him. That car could have sustained him. It would have.

But it wasn't to be. And the spider got away, the spider-'man.' But Quentin knew the truth. It was a girl, a girl who had a relationship to that old man that died. Child? Just family. It didn't matter... When he got out. He'd find out. And he'd pay her back for what she did to him. For every bone, and every sweat drop from his attacks...

And he wasn't going to be stuck here forever. With each withdrawal came a hallucination. They always haunted him, the mixture of brain and chemical playing together to torment him. But Quentin... He was once a a special effects wizard and stunt man, he worked with Hollywood, he had a career and the brains behind him to make it work. He could do anything with a little gas. Oh science class, it had never let him down.

And these hallucinations gave rise to an new idea. The idea of being a super villain! Heroes would be there to stop him, sure. So he had to be better, better and lucky. All it'd take was a bit of the drug that tortured him now, some gas and a few hallucinogens he could get here and there. And... A suit. Yes. He needed a suit. All villains needed a suit. How else would he hide his identity, and make a name for himself.

A name... What name could he take. What name could be his? After he dealt with the spider-girl, he'd have free reign of the streets to do whatever it was he pleased, stole whatever he pleased. But he needed a name..

Sitting up, Beck looked to the wall, sweat had pooled into his sheets and he sneered at it. "I'll make her pay... I... Quentin... No..." The idea stuck him. He was a man of mystery. He could make a mystery with light and smoke,  illusions were a trick he held in the palm of his hand, hell, he was already a trained hypnotist..

"Look out, Spider-girl... I, Mysterio! Shall make you suffer for all you have wrought me! Ha, hahaha!"

"Hey! Shut up!" A voice called outside, and Quentin winced. The thought that he winced to some voice alarmed him. He needed to be better. And... He needed to test his ideas anyway... Good thing that man just volunteered...

 

* * *

 

 

Richard Calloham. Richard Borke, Richard Sarway, Richard Woolow, Richard Kellobarn. Richard Fisk was a busy man for someone who recently turned seventeen. His title was that of the Rose. But when he had to go out into the big wide world of normal and boring. He was Richard whatever his father wanted him to be. He was messenger. Assassin, deal maker and keeper.

He hired, fired, killed and found anyone his father wanted him. And recently, he had been getting the freedom he deserved. The freedom to hire whoever he wanted, the freedom to kill whoever he needed. Seems being older gave him some trust from his asshole of a father.

Trust that had been misplaced, if word got out about Deadpool. It was why Richard killed the two men he had known were following him since the moment he left the throne, when he had been asked to get the formula by his father, to find it at least. The infamous formula that Osborn had agreed to work on and give a trail as long as Kingpin had gotten the resources Norman had required. Some spiders here and there, some herbs and scientific chemicals from this and whom.

All so that his father could have a sample. A super solider of his own. Perhaps he would have made himself the chosen solider... Or his son. Richard didn't want that. He was quite happy to be a normal, boring crime lord.

 Maybe it would have been a random goon, one of the many faces that were forced to work for his father. Debt, blackmail. Money. Drugs. "No. Father could never trust someone like that." Richard sighed, brushing back his blond hair as he waited for his contact. A employee for the New York Bulletin. Someone who had their own little debt that they owed Richard.

As much as he hated his father, he had to admit. The man was a king of crime, and you could learn a lot under his heel.

"What is taking them so long."

"Sorry." The voice surprised Richard for a moment and he turned to see his contact, Melvan Dunce. Who quickly took a seat across from Richard. "Traffic. You know?"

"I don't care. I want information." Richard said, getting right to the point.

"Of course. Why else would I be here. Not sure what I can give you, but ah, who you looking for?"

"Queens. The newest costume on the block."

"The spider freak?" Melvan leaned into his chair with a frown. "Nothing... Wait. No. Something. Mostly that they're new and that they hang around Queens, frankly, I'm not sure why you'd be interested, when was the last time the... You know who, had business in Queens?"

Richard leaned towards Melvan in return, giving the man a stare that told him to not look further into those words. "You don't care what business we have there." He verbally reinforced, before sitting up. "But that can't be all. I thought the daily bugle wrote something." Richard finished, getting a scoff from his contact.

"You mean the smear campaign by Jameson? He hates every vigilante. Spider-man is the most public one right now, even then, as long as it's Queens, he'll stop caring. Only thing I can say is that he's an unknown. He kicks people, throws them, webs them up. Bad people. Strangely, makes an effort to not badly harm, is stronger then they look. Small."

"Small?"

"Yea, small. Some people have been reviewing video footage and they've noticed that Spider-'man', is ether a really small man, or a kid. Honestly, both could be true. I'm thinking kid, cause who the hell dresses in spandex?"

Richard would grunt at the seemingly lack of information being given. None of this narrowed where he'd find them. "You can go now." Richard nodded, and Melvan left a lot quicker then they had taken to arrive. He ordered a coffee and waited with his thoughts. He'd have a chance by next week to find out. After all. He had two trucks filled with funds that belonged to his father to look after in Queens. Maybe the Spider would make a appearance.

As his coffee arrived, a sudden idea hit him. Spider-man patrolled about Queens. If they needed to narrow down where exactly he patrolled the most... Well, Richard only needed to direct some men to cause some problems in Queens for the spider to solve. Sure, it could mean trouble if his men got caught with no fruit... But. It was bet worth taking. "Look out Spider-man. I'm about to be a thorn in your side..."

 

* * *

 

 

Directer Nick Fury was a busy man. Every second was a mission for the super spy. From assigning missions to agents, to directing resources, planning out assaults, handling problems and looking after a team of super powered children that was the Avengers. Yes, he could give them a little more credit then children, but when they had nothing to do, it was as if he had to treat them as such.

Banner needed something to focus on. Widow and Hawkeye needed another mission. Tony needed more alone time. And Captain America... Captain America needed more missions to distract himself from reality. Well. His new reality. Didn't matter how much of a super solider you were, being trapped in ice and awaking in the future would never really help someone.

Then when Fury had any kind of break, it was to focus on the city, the city his Helicarrier was assigned too. New York. Ground Zero of meta, alien, vigilante, magic and other powered individuals. Manhattan in particular. Dr Strange had suggested that because of the city's... Unique energy, it attracted all kinds of beings, and would always be the center of events.

"Hmh, if only he was wrong." Fury hummed. Strange was a strange man, but he was also a smart and trusted man who dealt with problems Fury could only dream of dealing. He, was in the good file of powered beings Fury had to think about, alongside the Fantastic Four and the Avengers. The defenders. What made up the defenders, could be considered in the middle. Fury couldn't trust them all. But they did enough that resources that could be wasted on them, was more focused on real threats such as Hydra and A.I.M.

Then their was the great unknowns. Only a few ever existed. The greatest, would perhaps always be the Mutants and their counterparts, the elusive Inhumans. The Mutants, or well, the X-men were the greater of the two, seeing as after several attacks from outside threats that focused the X-men, they had somehow moved their estate to the middle of Central Park. Sure, he could keep a better eye on them. Everyone could. But it didn't help pro-mutant relations. Only thing that kept arsonists, anarchist and anti-mutant crowds from invading was the wall Fury had agreed to make with Charles Xavier.

That and the mutants themselves. They were a threat alone. Which is why they were in the third folder. The not trusted folder. And in the strangest of occurrences, Spider-man had found themselves in that folder. Someone had reported the web head was seen in Manhattan a while ago. Sure, they were right back in Queens by the next day, but the fact such a strange vigilante had spent time in the city was enough to draw Fury's attention.

Spider-man was still a mystery. No-body knew who they were. What they really wanted. Most vigilantes just wanted to help people by stopping criminals in the dark. Spider-man fit that boat, only, they did it in the public, often, they helped the public more then they beat people up. Of course, Queens wasn't the most active crime area, not when Manhattan existed with it's many crime lords. Hells, the only reason Fury was paying more attention then the arachnid deserved. 

Was the spiders. Fury had requested updates from Norman. And Norman had stated they were using Spiders to help develop the serum. The legendary Serum, also known as Project, America. There were three projects ongoing. All an means to an end in helping to keep this world safe. Project Ultron, headed by Stark. Project America, headed by Norman Osborn. And the third project. Project Alien.

But the first one would be the most effective. The second a nice support. The only problem was that the serum was a broken mess that destroyed the minds and bodies of those that took it. There was no clear method to fixing it. Nothing the brightest minds could do, till Osborn thought to use venom as a conductor. But now his updates were getting late and... Weak.

Ever since the Spider-man appeared. "Maybe... I might have a mission for those two." Fury said as he brought a hand to his watch and tapped though it for his contacts. "Hill. Send Natasha and Clint up here. Tell them I might have a... Thing for them to do."

 

 

**Notes for the Chapter:**

> This was mostly a in between chapter. Filler at worst if you want to get technical. To let some other characters shine. So if it isn't as big as it could have been, I do apologize. 
> 
> Also, a rest in peace for the characters I thought about writing for, but stopped because I couldn't think of anything or writing them with something interesting would be too tough for me to do.  
> Flash.  
> Taskmaster.  
> Mr Powers.  
> J.J.J.  
> Deadpool.  
> Miles Morales.  
> Spider-man.  
> Venom.  
> Curt Connors.  
> The devil.  
> god.  
> Cheese.  
> The last few might have been boredom :p. Seriously however, Flash, why you so difficult.


	8. The thorns of the Rose.

**Summary for the Chapter:**

> Penny deals with a increasing crime rate in Queens. Meanwhile. Her school life is suddenly feeling a lot more. Deadly.

"The Rose is coming for you Spider-man. Your days are numb- Murrph!" The thug suddenly found himself with a faceful of webbing as Penny squatted atop a cars hood. The thug, along with his two friends had been webbed to the base of the car and the road, and were just another reminder that Penny needed some way to make a capture net of webbing from her web shooters. This single blob wasn't doing her justice.

"The last two said that. I was kinda hoping third would break the record, but I guess I'll settle for four... Maybe five." Penny responded, before quickly web zipping towards the light post, using her momentum to throw herself higher with a swing towards the rooftops as the sound of sirens closed in.

"How many crimes does it make today? If we're ignoring the past five days." Penny grumbled, eyes scanning a path to take before she followed it, using her agility rather then webs to move.

The past five days had been filled with a sudden, explosive range of crime. Too much crime actually. Far too much to be normal. The whole, not normal part hit her sooner then she had thought it would after the fifth group of thugs breaking into a store, as they exclaimed it's 'the spider!' and charged her. That was when they kept going on and on about the Rose.

Whoever they were, it seems they were quite intent on annoying her. The whole, Rose is coming for you had been their motto for the past three days. Sure, she was taking down gangster and thug hour after hour, but she only had so much webbing and no time to work on fixing that issue. Between school and keeping people from getting hurt. It was why she was spending more time using single web lines in a method she liked to call, zipping.

She'd zip herself to a roof from the ground or if it's too far, and use her enhanced agility and strength to move from there. Jumping, lunging and lots of bouncing. Good thing she had those bandages strapped to her chest for that part. It had taken her a few tries to replicate what Night nurse had done, but once she had done so, she was moving a lot more efficiently, and without trouble.

She thought about that a little more. The cut that had trailed down her chest, Penny had thought she'd never be able to wear clothing of any kind that'd show the scar that was sure to come, but by the next day, the cut was healed, and there was no scarring. None. It had surprised Penny a lot more then she had thought. She knew her healing was enhanced, but she had expected some sort of scarring. "I'm not going to complain. How else could I keep this beautiful body, well, beautiful." Penny smirked, before stopping, squatting atop a water tower.

"Did... Did I just joke to myself. I've been talking too much." Penny sighed, looking around her. Maybe she'd get a break before the next...

The sound of a siren going off caused the young girl to slump. "Guess not." Zipping towards the edge of the roof, hands gripping the edge as she used to the momentum to launch herself upwards and towards the next roof, running till she made it to the origin of the alarm.

A high end clothing store. Four thugs dressed in causal clothes, a single rose etched into their clothing. The motto. Whoever this guy was, they were really trying to get her attention.

Jumping to the light post, Penny whistled, drawing the fours attention to her. "It's the spider!" One of them called out, before getting a mouthful of webbing.

"Spider-man. Seriously guys. If you want to bug me, at least get my name right, next one who gets it wrong, is getting one right between the legs." Penny taunted, throat dry suddenly. This whole deep voice thing was starting to annoy her, but clearly, she had to make some effort with it, seeing how much she was going to be dealing with these kinds of guys.

While two of the thugs went to the aid of their mouth webbed friend, the fourth stepped towards Penny, looking up at her. "Okay, Spider-man. We want to talk." He said, surprising Penny just a bit, something she hoped didn't show, if it could with her whole git up.

"See, I'd believe that, but it isn't you, your friends, or mouth less over there who wants to talk, or any of the past guys. It's the Rose." Penny stated, getting a estranged, almost approving smile from the lead thug.

"You catch on. This can stop. All it requires, is that you come with us. Take the mask off. Show us who the spider i-" Before he could finish, Penny aimed her wrist towards his lower body and triggered the web shooter, firing a blob right into his crotch.

"Spider-man. And no deal." Penny snapped, before firing another two strands just behind him and using the two to zip towards him, crashing into him and pushing the thug to the ground.

Seeing their leader get taken down, the two thugs abandoned mouth less and moved to attack Penny, but it was an age old story. "Come on guys, you know how this ends. Let's skip to the epilogue"

Her spider sense gave her the advantage, allowing her to weave in between the two as she palmed their sides and kicked at their backs. She had been careful with using her fists entirely. But she was strong enough that just kicking them, pulled back as her kicks and palm strikes were, was enough to pain the two into submission. Webbing them into the ground, shot a line towards mouth less's forehead and pulled him to the ground, wincing as his forehead smacked into the ground. At least the webbing would have cushioned... Some of the impact.

Walking up to the leader, Penny grabbed the man by the collar and lifted him above her. "How about I make you a new deal. You tell the Rose to call all of his men off. You have my attention. Send someone here in six hours. And you get them to tell me wherever I can meet with, ugh, the Rose, so that we can end this." Penny hissed into the mans face, before throwing him to the ground to be left as a groaning mess, right as she fired a webbing to his hand to keep him down...

Penny stared at his wrist, where a watch was, her eyes staring at the time it told. "Oh, Oh crap!" She almost yelled in panic as she zipped back to the roof and began to use her webs more as she rushed back towards school. She was late for Phys Ed!

 

* * *

 

 

Arriving at the schools roof, Penny quickly got changed back into her school clothes and rushed to the gym, sliding to a stop as she made it to the door and slowly creaked it open, eyes looking to the currently ongoing activity.

A myriad of a obstacle course. Challenging for quite a number of the students, and of course, Mr Masters was overlooking it. Penny frowned at the teachers aid, who seemed to be staring intently at most of the boys as they progressed though the course. 

She watched for a bit before her eyes found the glare of Mr Powers meeting hers. "Penny Parker. You're late."

"Oh, ah, sorry Mr Powers. I was.. Ah, girl.. problems." Penny stammered as she stepped into the gym, the aid glancing in her direction for but a moment before he lost interest and began his little study of the boys. Just watching it was creepy.

Mr Powers, while looking unconvinced, let out a soft sigh and pointed to the rafters where the girls sat. "It's fine. Girls are going next. Can't believe I lost the bet. We were going to be doing some old fashioned dodge-ball. But Mr Masters decided he'd make something of a challenge. Good luck Penny." The man muttered, and Penny nodded before quickly heading towards the rafters, finding a few cautionary eyes on her as she arrived.

She couldn't blame them. Her normal seat was currently being squished between Liz and MJ. Ever since Liz had suddenly decided to... Apologize. Penny had found the popular student to be hanging out among her old friends. And Penny couldn't lie, she kinda liked it. "Hey guys!" Penny beamed as she squeezed herself between them with a oof. She found her eyes looking to the boys who were moving about the course, strangely finding that a certain brown haired boy wasn't among them.

"Where's Harry?" Penny asked, and got a shrug from Liz.

"He got called up to the office during lunch after you vanished." She answered, giving Penny a suspicious eyebrow, something the girl waved off.

"Yea. Seemed important the way he ran." MJ continued, giving a playful smile before returning her gaze back towards the course. Clearly, two of the boys in the group would retain the advantage. Felix and Thompson. While it seemed like Flash was the stronger of the two, Felix held his own and was far more agile, clearing difficult parts of the course with ease. She noticed that Masters had his eyes on the two of them the most. Weird.

When the boys had finally finished, Penny got up with the rest of the girls and went to the start of the course. As she studied the course, something was becoming more clear. This course was truly, a test of ones agility. It looked far more professionally made then she'd expect of a teacher.

The teacher in question walked up towards the group of girls, looking annoyed, almost as if he didn't want to be here now, despite his interest before... "Alright students. The idea of the course is to push you to your limits. To see who can go beyond what they think is normal. Go as far as you can, mark where you stopped, and you'll be judged after. Any questions." The man spoke, professionally monotone.

The Phys Ed classes Penny had prior to today, Mr Masters seemed to just be a quiet, albeit creepy teachers aid, but the more Penny stared at this practical course, she gathered he just wasn't some ordinary teachers aid. Military perhaps? But why would he become a teacher, a better question, what was his interest in the the two most physically capable boys in her class? "Ah, yea, is this optional?" Penny asked, getting a sigh from the man.

"Yes. None of you need to take this course. Frankly, it'd be better if... Yea, sure. Powers! Can you watch those who participate? I need to do something." Masters called out to Powers, who jogged over.

Half the girls had quit immediately, giving Penny thankful looks for asking the question. And to MJ's and Penny's surprise, she quit too. Because Penny had more important things to do then showing off. And that was seeing Masters and Felix leaving the gym together. "Mr Powers!" Penny called out to her gym teacher, who looked to her with a questioning look.

"Yes Parker?" He asked, and she quickly walked up to him, whispering into his ear that those girl problems had came back and if she could be excused back to the bathroom. He was quick to approve and Penny was just as quick to leave, eyes scanning for the two who had left just before.

She moved from one door to the next, looked down hall after hall, straining her ears for ether of their voices. It was almost a fruitless mission till she came across an empty class room, where a loud clang of a desk crashing into the ground came from.

Pressing against the wall, Penny slowly made her way to the door and creaked it open, hearing Felix's voice first. "I should have known you weren't some stupid teacher's aid. Not the way you moved. What the hell do you want?" Felix asked, causing Penny to look for Mr Masters, who was just out of sight.

"Don't play coy. I hadn't thought it'd be you, and while your slower then before. Voice and height don't exactly match, but you were hunched over most of the time, and clearly you were deepening your voice. Yet of all the students here, you match... I know your secret Felix. I know you're Spider-man!" The man declared, and Penny almost out out a surprised, choked cough. Masters was looking for... Spider-man? And he thought Felix was Spider-man?

Felix, looking stunned for a moment, began to laugh. A loud, taunting laugh. "Wow! That... I was scared there for a minute. You think I'm that dork of a vigilante? Dude. You have no idea." Felix mused, bringing his hands together to laugh a little more, before he suddenly looked surprised and jumped out of Penny's sight as a electric lasso lashed out to him. Where was Masters even hiding that? Wait..

The sight of it brought back memory's to when Penny had suffered the cut at the hands of the Merc called, Taskmaster. The realization struck her faster then the realization she was opening the door to the abandoned class room and charging a surprised Mr Masters.

Mr Masters was Taskmaster. How had he found her school? It didn't exactly matter, what mattered now, was that she was atop his back, very badly trying to hold on as he struggled to throw her off while Felix watched with a surprising bemusement, the smile on his features annoying Penny to no end as she did her best to not overextend her spider strength, she needed to be a teenage girl right now. "Run!" Penny yelled to Felix, his eyes widening as the situation and reality of what was happening took hold and he bolted for the door, right as Penny felt a hand grip the back of her collar and her mess of hair, till she found herself slammed down on a desk.

"That was stupid girl. Brave. But stupid." Taskmaster stated, a hand still pulling on end of her longer part of her hair, forcing her head down as his other hand rose, about to slam down atop her, most likely aiming for her throat, crush her wind pipe, if she didn't heal, she'd suffocate, dangerous, less she could move, but how without revealing herself?

She was in turmoil of what to do right till Felix took his own turn to tackle Taskmaster, the two of them crashing into the ground as Taskmaster let out a muffled grunt of pain. Rolling off the table and onto the gtoun to see, Penny saw that Felix was in full cat mode, his claws out and slashing into Taskmasters clothing.

"Tell me you idiot. Can Spider-man do this!" Felix yelled as he was about to make a slash at the mans face, only to be kicked off. Recovering, Taskmaster backed away slowly, his back to a window.

"Hrmm. No... You're not Spider-man. This doesn't make sen-" The man couldn't finish, as a table suddenly snapped and crashed into him, causing the man to recoil backwards right into the window, which broke, followed by Taskmaster falling over the railing and down.

Penny let out a surprised gasp as she stood up, her mind racing. "Wow, we really need to keep those tables up to code." Penny joked, the two teens standing in silence before Penny's brain began to work and she went to the window, leaning out of it and looking down, expecting to see a badly injured man from glass and the fall, but was surprised to see that he was gone.

Startled, Penny looked to Felix, who was brushing himself off, as if the entire event that happened was a normal occurrence for him. "You're not very smart are you?" He said, raising an eyebrow to Penny.

She, didn't take what he said too lightly. "Hey! I helped you." She walked up to him, jabbing a finger into his, surprisingly tough chest, how often did he work out?

He smiled down at her and brushed her hand aside. "Actually, I'm pretty sure I saved you. If I hadn't gotten the claws out, you'd be in a much worse position... How about we don't talk about this, yea?" He finished, and Penny could only shyly nod. It was kinda true. Sure, she could have moved before Taskmaster brought his hand down on her head, but Felix saved her the trouble.

He walked up to the door, Penny following, her eyes to the ground before she suddenly found herself bumping into him, as Felix had paused at the door. "Man, sis isn't going to like this. It was just one day... Might have some fun before I go." He turned and walked into Penny's personal space, causing the surprised girl to step backwards until she felt her lower back hit a desk, stopping her in place.

Felix's face was suddenly very, very close to her, and Penny felt her breath hitch in her throat at the closeness. Why was he so close? He didn't need to be so close. Was it always this hot in here? Like, a literal mercenary was just in the room and she was sure the commotion would bring teachers or some students eventually. "Hey.. This might just be the last time we meet. But you've been interesting." Felix interrupted her thoughts, before getting dangerously close to Penny's face...

"Umm. Felix. I don't think we-" Penny tried to talk, not sure what she'd say, but words were better then nothing, but it seemed Felix wasn't interested in talking, and took the moment to capture her lips with his own. A kiss, a simple, distracting, mind bending kiss that lasted for but a few seconds, her eyes looked for anything to focus on as she thought about this, crazed about this.. Was one of his eyebrows hanging off? Half of it was like white.

Something weird to think about while a guy was kissing you, in fact, should she deal with that? Well, she couldn't... Argue that it wasn't bad... Wait no, she didn't even like Felix, he was a bit of a jerk. Right? Yea.

But while Penny was having a mental breakdown, Felix stepped back himself, and Penny found the support from the desk was perhaps the only reason she wasn't falling to the ground right now. She had been shot at, punched, kicked, threatened and had been in enough tense situations that any normal person should be crying, yet all it took was one, actually kinda hot guy to take away her first kiss that made her a defeated mess. "That.. Umm.." Penny stuttered, unable to find any words, a tense situation just became even tenser of her own accord.

But Felix just laughed it off and smiled to Penny with a smirk of a smile. "I guess you are kinda cute. Ciao Pen." Felix left off with, before walking out the door and leaving Penny alone.

"Ye... Yea... Bye.. I guess. Umm.." Penny licked her lips, her arms felt like she had goosebumps from finger to shoulder. Penny waited a few minutes to gather her wits before she stumbled towards the door, right till the sounds of nearing footsteps approached. "Oh no. Took their time didn't they?" Penny whispered to herself as she jumped up to the roof, crawling close to the door as two teachers ran in.

"What happened here? The window!" The two teachers moved to the window, and Penny took the moment to swing from the arch to the hallway's roof. Moving a few meters till she was sure no one was around, Penny dropped to the ground and began to run towards the office.

"Gotta tell someone. Wait? What would I even say? 'Oh hey Principle, that new teacher, Mr Masters, is Taskmaster!' Stupid. What about... Umm. Felix. I should find him.. I guess." Penny felt her cheeks warm and she shook her head as she came to a slow. She was already at the Principles? Right. Spider speed. She was about to turn away when she heard a voice she hadn't expected to hear at her school.

"Thank you for your time. Harry, come along." Norman said as he stepped out of the office door and came face to face with Penny. "Ah. Miss Parker. Perfect. Saves us the trouble of finding them. Harry, say your goodbyes... Penny. Your Uncle. I met him only a few times. He seemed like a good man." Norman spoke to the young girl, taking her completely by surprise. Say goodbyes? Ben? Her mind wasn't in the best place already thanks to the Merc and Felix, now this?

The answer came as Harry stepped up to Penny, a sad looking smile lit upon his face. "Pen... I hate to say it... But I'm leaving."

 

* * *

 

 

"This is bull!" MJ kicked over a second wheelie bin, and Penny picked it back up.

"Good thing the garbage truck came by.." Penny noted as she jogged to catch up to the fuming MJ, who was still upset. After being told by Harry that he was leaving to Manhattan, to stay, for school. He had no reason to come to Queens. It hit Penny like a truck, and her having to tell the others... Well, it hurt MJ the most. "Hey.. It's not like we can't see him. Just... Not as often." Penny tried to mediate the situation, but it just seemed her words made MJ all the more annoyed and angry.

"He was fine at our school, where we could see him every. Day. My dad barely lets me out to Manhattan as is. Its... It's just so far." MJ looked to the ground, and Penny walked up beside her, bringing MJ close for a hug.

"Harry is our friend. Doesn't matter how often we see him..." Penny said, trying to smile herself, but even she was upset. Not just because of Harry's departure.. Well, mainly that, but every part of today, this week had been a mission. From the Rose's gangs, to Felix and Taskmaster. Talking about those two. Turns out both went missing after what happened. She had decided not to go to the office about it, but Felix had apparently been picked up by his sister, and Taskmaster vanished.

Frankly, the fact that her school had been found by Taskmaster was enough, and mutant or not, she had put Felix in danger. That was on her. But... How had he found out? She was sure nothing on her suit, or voice, her words could give her away...

She shook her head and remained silent alongside MJ as they continued home, parting ways as Penny left MJ and went inside. She had that meeting with the Rose member, if they came by in a couple hours. But first, she needed a break, some food, maybe a shower.

"Hey Aunt May, I'm going to be... May?" Penny looked to May, who was sitting in the lounge, tears sliding down her cheeks and atop a framed picture of Ben she was holding. She looked up to Penny and quickly got up to embrace the young girl.

"Oh Pen Pen. I'm so sorry." May sobbed, confusing Penny, who still returned her Aunts hug.

"Aunt May, what's wrong?" Penny asked, watching as her Aunt leaned away and wiped at her eyes, she looked like she had been crying for a few hours. It must have been bad, she wasn't hurt was she? Penny started looking to see, before May's voice interrupted her.

"The police came by earlier... Ben's killer escaped Queensboro. They said there should be nothing to worry about... But... To know Ben's killer is out there... It isn't right." May spoke, quiet, sad, and Penny could only pull her Aunt back into a hug. That man... That murderer escaped? Could... Could this day, really get any worse?

Penny went to her room after a while, sat in silence. She needed it. After all that had happened today. She almost considered not even going to this meeting she had hoped would be set up... But Queens had gotten awfully quiet after that last group. That peace wouldn't last just because Penny wanted it too. She had a responsibility to keep it safe, and if that meant going to this meeting, despite the possibility of it being a trap.

Despite Taskmaster, Felix and the murderer. She'd do it. Showering, Penny quickly got herself ready and suited up, biting her lip at how she had to stuff her hair down her suit weirdly. Maybe she should cut it short. The way Taskmaster held her down, sure, she might have been able to escape it, but what if she hadn't? What happens next time someone grabs her hair? Suit or no suit.

Sneaking out her window, Penny watched to make sure the streets were not busy before jumping to the roof. She had about half an hour to get back to where she had taken those guys down. Good thing she was Spider-man. It'd take her less then a minute!

 

About twenty minutes later, two webbed up carjackers and a pigeon in serious need of medical care, Penny had finally found the place. "Okay, maybe I forgot the directions, can you blame me? This is a huge city, and not even counting the distractions." Penny muttered to herself in defense. Perched atop a radio tower as she awaited for some white piece suit wearing dumb ass to come meet her.

Good thing the city was, normally, really quiet like this. Well, Queens at least. Queens was quiet. Sure, crime was a rampant thing. From those who suffered from the Manhattan destruction, gangs and general bad people, then there was the villains, the bad people that a cop couldn't handle easily. The super villains that normally required the likes of the Avengers. Thankfully, Queens didn't have many of those.

After about fifteen minutes of waiting, Penny considered going back for the pigeon, maybe she could drop it off at a hospital or something, like, it looked kinda fine. Just a simple human spider pigeon crash. It'd walk it off... Hopefully. "Spider-man."

The voice came from below, and Penny looked down at a man in... Casual clothing. Well, not the three piece suit she wanted. Hopping down to the roof and climbing down the wall to get closer, Penny stared down at the man from her height advantage. "At least you got the Spider-man right. Guess the guy told you. You are the.. Ah. Middleman?" Penny asked, deepening her voice. The day when she forgot to do that, would be the day Penny celebrated life as a Spider person.

"Yea, sure. Boss says there are going to be two trucks going down forty second street, Sunnyside, nine to eleven Pm. You want to settle this. Come within the time frame. He said you'd know what happens if you don't come." The man finished, waiting for an answer, perhaps a indication that Penny understood.

"Gotcha. Two trucks. Sunnyside. Forty second. Easy. Now... About y- Hey!" Penny yelled as the man seemed to have a frightened look about him and started to run away. Standing, gravity wanting to pull her down but superior body strength holding her up, Penny held her hands to her hips and frowned. "What? Am I scary or something?" Penny questioned, about to zip away before a voice surprised her.

"Actually. I think that would be us." As soon as the voice came, Penny's spider sense went off and she found herself jumping from the wall onto a street light, catching her balance and looking up to the roof of the building that she was on, where two people stood, one in a purplish leather armored get up of a suit, the other in a full black catsuit.

"Okay, I know I look weird, but you two.. Wait, red hair? A bow? Oh. OH. You guys are Avengers!" Penny almost screeched in excitement. These two were the Black Widow and Hawkeye! That's so cool! Penny looked down at the ground and noticed an arrow. Wait. Did Hawkeye shoot at her with an arrow? Awesome.. Not awesome... "Kinda awesome." Penny whispered to herself.

"Seems we're at a disadvantage. He knows us." Hawkeye stated, pulling out another arrow, while Black widow, looked to Penny with a cocked hip.

"Spider-man. Our boss wanted to know more about you. You're a hard person to find, with how much you move about. But hearing that conversation. I think it's safe to say we got your true motives down pat. Real shame." Widow stated, confusing Penny for just a second, but she caught on.

"Oh, you mean that? No no, you see, I was getting the 'Rose.' Or whoever they are to meet with me." Penny tried to explain, realizing that maybe her explanation, kinda sucked. "I can explain... Better."

Hawkeye and Window both looked to each other before looking back to Penny, frowns, focused frowns on their faces. "That's what they all say. You're coming with us." Widow stated as Hawkeye let loose another arrow towards Penny.

"Can't we talk this out!"

 

* * *

 

Penny caught the arrow mid flight. A little too close if you asked her, she just caught the end of it. If she had been a little more late, she'd have a... Box? Where was the head? "Hey buddy? I think you're missing the arrow he-" A sudden explosion of smoke and gas popped right next to Penny's head and she lost her balance, falling to the ground as she coughed and wheezed.

"Works every time." Hawkeye would smugly state, repelling to the ground alongside Widow somehow, Penny wasn't exactly paying attention, rather, she laid motionless on the ground for but a moment, eyes looking to them, hand stretched out on the ground and aimed towards them. The gas had surprised her, yes, but her mask had saved her lungs a little, and her eyes were saved quite well thanks to the glass, so having waited in ambush, Penny triggered her web shooter and watched as a ball of webbing shot out and struck Hawkeyes hand, obstructing his bow hand by webbing hand and weapon together.

"Thanks for the hint. No catching bad guy weapons. Or, ammo, in this case." Penny teased as she jumped up to a stand, only to duck with a yelp as Widow had closed the distance while she was getting up. She was fast, as fast, maybe faster then Taskmaster. But while it seemed he adapted to Penny's movements, Widow couldn't do the same. "Gonna have to do better then that!" Penny said as she jumped back with a back flip out of a straight from Widow. 

She was combating two of the Avengers, and winning! She could gloat about that, couldn't she? But still, she needed to get this misunderstanding out of the way. But before she could speak, she felt her spider sense go off again as Window punched forward with another straight, despite the fact that Penny wasn't close for enough for it to hit.

She was going to say something about if she was well off the aim, before Penny noticed a electric bullet like shape coming towards her from the gauntlet from Widow's wrist, obviously the threat her Spider sense had warned her about, the threat she had chosen to ignore, and now too late, Penny tried to move out of the way, but even her enhanced agility wasn't capable of making her faster then the shot she should have moved out of the way of before it got out.

And so, thirty thousands volts shocked Penny, making her let out a yell of pain as she collapsed to the ground, the volts causing her muscles to spasm and pain to fly up and down her body. While Penny was shaking on the ground, she noticed Hawkeye walking up to stand beside Widow, an sharpened arrow out and cutting at her webbing. "Yeesh. Was it just me, or did he sound a little young just then?" He asked, and it seemed to give pause to the both of them. Enough pause that Penny was able to recover enough from the shocks to aim her web shooter at the space between them.

Firing it, a strand of webbing would fly past the two, surprising them as they followed it, turning back to Penny as she pulled hard on the webbing to slide herself towards the two. Suddenly close, Penny used the moment of surprise to lunge up and elbow Hawkeye in the chest, pulling her hit back still, but knowing the padding in his armor would soften her attack.

Spider sense already warning her about an attack from Widow, Penny ducked under the arm swing, only to have her spider sense go off again. Confused, Penny felt a leg sweep under hers and realized that Widow was simply attacking even when her first attack wasn't over.

Mid fall, Penny grabbed a hold of Widow's waist and used her strength to flip the woman as the two fell so that Penny landed atop her. "Trust me. I've done this before." Penny joked before jumping off window as she shot more of her taser shots fired off towards Penny, luckily, Penny had avoided those ones. One was painful, she wasn't sure she could handle two. "Jeeze, how do you attack so quickly." Penny asked, finding the words soothed her in this rather tense situation.

But Penny was already on the move as her Spider sense warned her of another attack from her side, she acrobatically flipped out of the way of an arrow coming towards her, and she looked to see Hawkeye already had another arrow primed to let loose towards her. "How do you keep dodging things you shouldn't see." He asked, causing Penny to shrug.

"I secretly have eight eyes. Spider-man. I thought the name implied that?" Penny joked, watching as the man raised an eyebrow to her in estranged confusion.

But it seemed talking to him was just a mistake as Penny found herself ducking another another taser shot. "Look, this has been epic, soo awesome, but I really need to go. Like, guys." Penny aimed her web shooter at Widow and fired, before cutting off the strand as she jumped back out of the way of another arrow, her web strand being dodged by Widow anyway. She couldn't do anything with the two of them working together like this.

Getting an idea. Penny dodged out of the way of a punch from Window and looked to Hawkeye, who seemed to most perturbed by Penny's banter. "Hey Hawkeye, can I call you Hawk? Hawky? Hawky, mind showing me another one of those gas arrows? Those were awesome. Bet you can't. Come on!" Penny egged the archer on, watching as he grew more irritated as Penny kept moving out of the way of his arrows and Widows strikes. She'd try and fight back, but really, the only thing she could do.

Was dodge.

Right before she got what she asked for. Watching the arrow with the box head aimed towards her, she noticed that Widow stepped back, to avoid being caught in the gas explosion, but as her eyes looked to the arrow as it came her way, she aimed her wrist to it and fired a strand of web, catching the arrow.

Gripping the strand now, Penny turned on her heel and spun the arrow, the two Avengers watching in surprised amazement for a second before they recovered and prepared to take this moment to attack again, that was before Penny estimated the trajectory of the spin and the arrow and let go as it went back towards Hawkeye, who stared at the webbed arrow with surprise. "Oh crap." Penny could hear him exclaim as the gas exploded near him, coughing coming soon after.

With one stunned for the moment, Penny rushed towards Widow, who had been rushing the spider dressed girl, surprising the hero for but a moment as Penny hopped upwards, hand latching on to the mess of red hair as Penny flipped low to the ground behind widow, before sweeping Widow's legs with her own kick. "Don't say I didn't learn anything." Penny called out as she aimed her web shooter to the building this mess had started at and began to zip herself towards it.

But halfway, she felt her spider sense go off. Already half way there and not sure how to move mid air, Penny hoped whatever was coming to her would miss, but not a second later Penny felt her muscles lock and spasm again as another taser caught her back. Crashing into the wall, Penny barely held on as she looked back, seeing Widow on the ground, her own wrist contraption aimed at Penny. Had she fired mid fall?

Fighting though the pain and her groaning muscles, Penny quickly climbed the rest of the way and onto the roof, avoiding yet another taser shot _And_ another arrow. "Seri-Seriously. How fast do these guys recover." Penny grumbled, before getting up and using her webs to quickly escape from the area.

Getting far enough, Penny got into an alleyway and took a breather, along with a few seconds to remove the tasers that had struck her, circular like devices that held quite the punch. "Okay.. I just had a fight with the Avengers. Two of the Avengers.. Wow... Why? I don't know.. Umm. Hoo...I think... I might. Go home." Penny said to herself, staring at her suit. Perhaps she should be a little... Inconspicuous about it. Nice and easy. No surprises.

 

* * *

 

 

Getting home. The first thing Penny did was throw everything off except her underwear and her bandages, only to then throw herself onto her bed. It was sooooo comfy compared to the outside world. Why couldn't she just stay here. Why did the world have to be a thing. She was sore. Her muscles kept twitching, she was quite sure she was on the Avengers bad list now. "Would I even call that fight a win? I mean, if I stuck around, I'm pretty sure I'd have lost... But I did get away... Ehh." Penny mushed her head into her pillow.

"Let's recount. The past five days have been hell." Two days after the whole fiesta with Felix, Penny encountered the most annoying thorns of a rose in her side, for five days till today, and today. "Taskmaster, Felix, The Rose goons... Ben's murderer escaping. Then the Avengers, Hawkeye and Black Widow. All I need now is to meet the X-men, heck, them inviting me wouldn't even surprise me anymore... And today isn't even over." Penny sighed.

Yes. The two trucks. Sunny side. Forty second street. That was tonight. She had to go because if she didn't. She was quite sure the Rose wouldn't take kindly to it, and if crime was as bad, worse then it was these past few days because of her? She'd have to go. "Not to mention, those two might be there... Maybe I can convince them to help me." Penny pondered. It might be a good idea to get the Avengers to help her.

It seemed like a simple plan. Go, get Avengers to help. Take down the rose... Maybe learn a little more about King-pin. Every step in it's most basic form. It just came down to what happened while trying to figure all of that out, and how she handled it as it happened. Spit balling in it's most pure state. 

"Paah... Would my suit be better as a one suit piece? I mean. It'd be... Something to get on and off... But it'd be easier to keep track of... I should consider it... I'm not just jealous of how Black widow looked in that cat suit..." Penny mumbled to herself, her eyes closing as she began to take what rest she could. After all. She was going to have a very busy night.

**Notes for the Chapter:**

> I just kinda noticed the hits. Nearly five hundred. Holy bollinollis. 
> 
> I mean sure, maybe a good three quarters of those hits read a chapter or two and decided, meh. But I like to think the other quarter read though all that I have offered before deciding, Meh. 
> 
> Big thanks to those 15 kudos. I like to press that button for stories I've already kudos, as if the button will eventually break and let me give people more. But just getting them means that the person liked what they read. And that is my aim. To give people something to read. I just hope I can continue to do that.
> 
> P.S. This is the biggest chapter I've done so far I think, nearly hitting 7000 words. It was a lot of fun and I am very excited for these next two chapters. Spoiler. The title might just include Part 1 and 2 in it for the two of them.


	9. The weight of responsability: Part 1.

**Summary for the Chapter:**

> As Penny prepares to pick a Rose, she's given a choice that will forever turn her world.

It was a restless rest. Her fingers felt numb still from the electric currents that had gone through her body. The pain fresh. She had taken some blows in the... What had it even been since that spider bit her. Two.. Three weeks? A month. Penny couldn't remember.

Running her fingers down her hair, Penny looked to her mirror. She had always had it at this length. Right just past her shoulders. With the suit, that hair tended to get in the way. It wasn't bad. But honestly... Maybe she could do with a change to her style, to mark the changes that had come to her this month.

She had come to this life from that of a normal girl. Now... Now she was something. She was Spider-man. And while it didn't matter all that much, with all the heroes that this world had... The fact that she had her own name, her own thing among all of them. It was nice.

"I should tell Aunt May that I'm going for a walk. With how often she goes to sleep early, she might... It'll be fine. I'll deal with this mess and get home before ten. One hour. Easy!" Penny smirked to herself, throwing on her suit and some extra layers. She'll walk out the door this time. Like a normal person.

Grabbing her bag, Penny ventured down the stairs, finding May in the lounge, the news on, talking something about how several prisoners went into a rage in a prison. Prison, the place a certain killer should have remained... After tonight was done. She was going to find them. The killer. And when she did.. "Oh, Pen Pen." May teared Penny away from her thoughts, the elderly woman looking to the young girl with tired eyes. "You look like you're ready to head out."

Smiling, Penny skipped up to the couch and hopped up onto the arm, giving her Aunt another hug for the day. "I was thinking of going for a walk. I might be a bit late getting back so I'll figure my own dinner. Please don't worry." Penny asked, getting a scoffing laugh from her Aunt.

"You know I will. Be careful.. And try not to be too late." May smiled to Penny, and Penny almost wished that today wasn't happening once more. Why couldn't she just ignore all of this? The answer was simple. She already knew it, but she could complain, couldn't she?

"I'll try. Get some rest." Penny said, letting go and heading to the door. Yes... She could complain. But it was her responsibility to fix this. She caused it. She'd finish it.

Walking down the street, Penny allowed herself to get lost in the infrastructure of Queens, till she found a quiet alleyway that she crept into while no one was paying attention. Sure no one was around, Penny took her bag off and threw her clothes off and into it, pulling out her mask and quickly pulling it on. "If someone told me that I'd be throwing my clothes off in the middle of an alleyway.. I honestly would have called them crazy." Chuckling to herself, Penny climbed up to the roof and placed her bag atop a air conditioner.

Webbing up her bag for some extra security, Penny stared at her web shooter. She hadn't refilled it before she left... Stupid. "Damn it. Better not use too many webs. Attacking and quick zips only." Penny told herself, mentally cursing her stupidity. She was smarter then this.. "Today must be getting to me. Alright. Let's go."

Climbing to the roof, Penny began the rigorous journey of jumping, running and more jumping. "My calf's are beautiful and toned at least." Not a sentence she'd ever think she'd find herself saying, but here she was, lunging across a rooftop that any normal person would be falling to their certain doom right now, cracking a joke about her physical form.

"You know, I got time... Maybe I can kick some ass before I get to the dinner of ass and rose plucking... The rose, not the ass. As long as no one comes along and ruins my day. Like Taskmaster... Felix. Deadpool... Well, I mean. He seemed like a nice guy... Bit of a pervert." Penny frowned to herself. Great way of remembering someone that had saved your life. Pervert.

Letting out a huff, Penny landed atop a rooftop and paused for a moment as she recognized the street she was on. It was the street that basically birthed the truest form of herself. The vigilante Spider-man... It was the street where her Uncle died. "... I won't fail you Uncle Ben. With great power. Comes great responsibility." Letting out a breath she had been holding in, Penny turned away and began to jump once more. She still had time.

Which was fortunate, because suddenly a car alarm went off. Not just one alarm, but two, then three, then all of them, all from the street she had just left behind. "The hell?" Penny looked back, jumping back to the roof and peering into the street, the cars were beeping and lighting up, and where a confused number of passerby's stood, one man stood out.

"Umm. Dude. Halloween. Not even close." Penny called out to the man in a green and purple mix of a suit with a massive fish bowl for a head. Seriously? How did he even see?

Having been called out, the man looked to Spider-man and arms open, as if inviting the vigilante. "Ah! Spider-man! Welcome back. I had hoped you'd pass by. After-all, this is where we first met." The man called out, and Penny frowned. They had met before?

"Okay, see. I'm pretty sure I'd remember someone as stupid looking as you. I got things to do. So... Bye." Penny turned to leave, only for the mans laugh to... Echo. Not just yell out to her, but to echo throughout the street, the block perhaps?

"Oh Spider, of course you wouldn't remember this shell. But you might remember the man under it. The man who shot an elderly fellow. And the girl who avenged that man with pain. Lots of pain." The man sneered, his voice not echoing as much as before, but enough that it felt... Personal.

And it was. Turning back towards the fishbowl, Penny hopped down from her building and onto the street, the cars alarms shutting off as she landed. "Creepy.." She commented, before focusing her attention back on the man. "You got my attention." She said, hiding the anger within her voice. She needed too. Couldn't get emotional now.

"Hmh. See. I have thought about this. Who you are. If you're just some hero that made me suffer. Then it hit me. The ultimate test. Were you just a passerby. Someone who saw me murder some man in cold blood. Or are you the grieving daughter. Spider-man.. Ha. The truth is, you're not a man. That isn't the voice I heard when the Spider-girl was breaking me." The man finished, and Penny found her feet charging him before she could think.

It was him. Only the killer could know this much. She didn't care that people were watching right now. Watching as this new vigilante was being called a girl, watching as she charged with the intent to hurt, badly, his voice echoing though the street so clear it could be heard by anyone. But as she got closer, gas seeped from his costume, and Penny found herself reeling back at the acid taste of the stench that filled the air, her vision going hazy. "What the hell do you want!" Penny barked, her voice cracking, it wasn't deep, it wasn't hidden. In this moment. She was an angry girl looking at her Uncles killer.

"There it is. That voice. The truth. But that doesn't matter. Boy, girl. Man, woman. What you did to me, will be paid in return." The man rebuked, laughing as Penny staggered towards him and stayed still as Penny threw a punch, only for her fist to go though his body, his image glitching as she passed by.

"A hologram?" Penny questioned, looking to the ground and noticing the device that emitted the image, a cord running from it towards a store, where another man in green and purple stood behind glass.

"I found that old man's address. Not terribly hard. You know what it said on his grave stone? Loving husband and Uncle. Now... What do you think I am going to do with that information?" The man threatened, his echoing voice dimming down, and Penny found herself running to the store, her vision clearing as she jumped and smashed though the plane of glass, wincing as some of the glass cut past her suit and into her shoulder, legs and side. But she was in the room, she could take him down.

"I don't know what you're going on about, but don't worry. I'll send you back to the prison you escaped from." Penny growled, about to fire another strand of webbing at the man, right until the acid smell she had just tasted outside hit her nose, her entire body. She fell to the floor coughing, her entire mind overtaken by this toxic stench.

"You must be wondering what is happening right now? Let me explain! Pixie dust, combined with some simple acids, a touch of nitric, is surprisingly, a tasteful hallucinogen gas. See, first it attacks the senses. Then, the mind. It makes you feel and see things." The man explained, walking over to the downed Spider and placing a boot atop their head, forcing Penny to the ground in grunted pain. 

"Nothing like Pixie dust in it's normal form. The effects, sadly, don't last too long without constant exposure, a beta, but I've been meaning to work out the kinks. Even with the small amount of cuts in your suit, you'll escape, maybe. I haven't exposed this much to a single person before and I've got hours of canisters in this room just awaiting to spill their contents out. But let me tell you this. I am going to this house... I don't know what I'll do when I get there. But if you arrive, in any form. I'll expose you. This identity you've made for yourself, will shatter. After-all. I know you're the niece, and you wouldn't want to lose your Aunt to me, not like the old man? Ooh. This shall be fun. Will you save your Aunt, your identity exposed, the hole world to see the mutant freak you are, or will you hide, hide as your family suffers. This... Is what you get when you play hero. And the whole world will know it was I! Mysterio, that shut down the mutant girl before she even started. The Spider-girl." The man finished, before relieving the pressure of his boot from her skull and leaving, his footsteps trailing along with the sound of a high pitch siren, far too high pitched to make sense.

 

* * *

 

When Penny found her senses, she still wasn't sure she quite had. Every part of her body felt as if it was burning. She was quite sure her suit had been removed, replaced with a sheet of fire. Well, that explained it. She was on fire, on fire while a siren went off right into her ear and brain. Penny let out a choked scream of pain, her arms flailing about before she felt the sharp sting of glass cutting into her skin.

Opening her eyes, Penny found she wasn't on fire, nor was a siren, any siren going off near her, her suit hadn't been removed, but a shard of glass was now in her arm. Looking to the entrance, she saw a group of people had gathered outside, some of them seemed to be crying and coughing, crawling away from the opening into the store, but they were further to the back, others had clothe covering their mouths, but even then, they seemed to fear the idea of going into the store, invisible chemicals threatening to turn them into sobbing messes like Penny had been. "Spider-ma... Spidy. We can't get close. The gas is too strong!" One of them called out to her, his voice a strange, horrible mix of distorted and real, she was still being affected by the pixie dust.

Looking to her stinging arm, the only real pain, Penny grabbed a hold of it and shook it, cutting her skin more, creating more real pain. Using that pain to focus herself, Penny slowly stood herself up, she looked to the crowd, who seeing her stand, started to move back. Aiming her good hand to the edge of the broken glass, Penny fired off a strand and pulled herself towards the opening she had made, till she was outside.

Free, fresh air was no comfort. The feeling of her skin burning, melting, shredding, it was returning. Sirens, police, ambulances, they were here. She could barely see them, but they were here. It was a paramedic that confronted Penny first. "Hey! You need to come with me. People just getting close to that toxic room were badly effected, you've been in their for a few minutes now, come on." She looked as their hand gripped her good wrist, attempting to pull her towards the vehicle.

Police seemed to poke more interest in the building then her, except one, who was attempting to talk to Penny, ask her what had happened, but his words were.. Mush... Mush. Penny grabbed a hold of the glass shard in her arm and ripped it out. Letting out a pained yelp as she did. Some heads turned, hearing the voice of a young girl in pain, but she ignored them, the paramedics rushing her into the ambulance faster now that they had a new injury to think about.

But she had done it for the pain. The pain focused her once more, she watched as two paramedics worked together, one grabbing machines, most likely to stick on Penny, the other bandages and needles.

She could stay. She was most likely in a serious health risk, exposed to that chemical for as long as she had been. But Aunt May was in danger, screw her identity. Screw her health. She wasn't going to lose her Aunt.

Ripping the roll of bandages from the paramedic's hand, Penny quickly leaped out of the ambulance and turned to a nearby roof, shooting off a web and zipping up to it before the chemicals took over again. Ignoring the worried shouts, the orders telling her to stop, even those were worried, if filled with a whole lot of authority. Penny ignored it all as she moved from the roof, jumping across several before she finally felt the stinging return of the chemicals affect.

Collapsing against a vent shaft. Penny, looked to the roof, which seemed to be moving and shifting, her ears began to ring and she spat out some saliva into her mask, the act drying her mouth instantly. She needed to focus on reality. She needed a distraction... She needed pain.

Her finger found the cut in her arm, she dug into it and let out a scream as she did so. The pain pulling her back to reality once more, albeit not as much as she hoped. The skin crawling burn of the chemical was still there, but while she had her mind, Penny started wrapping the bandages around her cuts from the glass.

When that was done, Penny held her arms tight to her sides. The tingling was already returning. It was as if she was withdrawing from Pixie dust. Her skin bit and tugged away at the muscles, a fire grew deep with her stomach and spread though her veins and organs.

Yet she had to fight it. She had to get to May's. She had to protect her. She wouldn't.. She wouldn't lose her family again. _She's already dying Pen._

"NO!" Penny screamed into the open air. Ignoring the voice. The voice... Watery eyes opened to a shining light... Not real. No.. But... The silhouette made by the light, of a man. NO. "This isn't real!"

"You're right Pen Pen. This isn't. Not really." The voice broke though. It sounded real... So real.

"Uncle Ben?" Penny asked, looking to the figure that was her uncle. His smile that she loved so much on his face. Stood before her. All of it. "You're not here."

"Of course I am. I'm apart of you. Always will be. You know that. You're mind is just trying to figure out this mess." He said, and Penny... Knew it to be true. In some way. She was suffering to a drug, a spiked, hallucinogen like drug... She was hallucinating this.

"Yea, but while you are. I guess you need to make that choice, don't you." Ben stated, and Penny found herself lifting to her feet.

"I do... I got to save Aunt May." Penny stated, only to get a chuckle. "No... No. The Rose can go screw himself." Penny yelled, stumbling forward only to collapse to the ground, her legs still too weak to really get her anywhere.

"And doom Queens? Sure. Someone will come and solve it. Or they may grow tired of destroying the streets, the people. But these thugs were only trying to get your full attention. Hundreds can die if you don't go." The voice of Ben said, Penny's internal voice really, she knew that. It just sounded like Ben, because... Because it was the right thing to do...

"But-"

"Your Aunt... You know that she'd want you to make the right choice... She loves you Penny. And she will never hate you, for making the choice to save others." The voice echoed, becoming not her Uncles, but her own. "I know... I'll come for you May... But first... I got a gangster to take down." With her mind made up, Penny climbed to her feet. She was still under the effects of the chemical, but the killer's voice rung true. She could feel the effects dimming. Most likely, her body was fighting off the chemicals a lot better then any others would.

"I've wasted enough time. Got to move. Doesn't matter how much webbing." Stumbling a little, Penny took a minute to gather her wits before she charged to the edge of the roof and jumped, zipping to the next building, she moved as required. If the buildings were tall enough, she'd move to web slinging, the method much faster then her jumping constantly.

 

* * *

 

 

After enough stops to get directions, some to recover from another attack, the night sky got too dark for her liking, and she soon arrived at Sunnyside. She moved slower now, creeping along the roofs, she spied the streets till she found them. Two trucks, just driving into the street in an almost perfect unison. Watching as they drove into a warehouse, Penny zipped to the other side of the street and stared down at her target.

 She was going to get a watch. Penny decided. Not knowing the time was too annoying. "Alright. Just need to- I'm feeling nauseous." Penny gasped, staggering to the side and barely able to grasp onto something to keep herself steady. "Noo.. I don't want to drown in my own mask." Gripping her stomach, Penny waited for a few minutes for the feeling to pass, standing up right when it did.

"Ooh. Okay. Gotta hope that doesn't happen again. Spider... Do I even go by man any more? I'm pretty sure that whole idea is going to ruin." Penny sighed, squatting down and looking to the bandage covering over her arms and legs, the one badly done with her shoulder. Seems she should just give up and call herself bandage-girl.

"Nah. I'm pretty sure I'm the only spider themed hero to ever come forward. Seriously, who in their right mind would dress up like me. I must be crazy." Penny chuckled. Despite her thoughts being on her Aunt, she couldn't be just down.

She wouldn't make it otherwise. "She'll be fine. As soon as he realizes I'm not coming, he'll leave. He seems deranged, but he can't be that deranged. Right?" All she could do was hope. Hope and... What was that?

Shifting to the side of the roof, Penny peered down at the image of two beings, clad in black and white, a lot of white coming from their hair. Seriously, were they thinking stealth when they got their hair like that?

But they had the right idea. The two of them soon vanished into a vent that obviously led inside the building. Here she was, planning to kick the door down. She still kinda wanted to do that. But. She couldn't be stupid. Not with her attacks as they were. "Still need to figure out if the Avengers human Duo are arriving or not. Could really use their-" The moment she started talking, her spider sense went off again.

"Seriously, not a moment to just be myself huh." Penny quipped, eyes going to the arrow. Arrow! The box suddenly opened up and a net shot out at all angles. "Oh no!" Penny squeaked, falling to the ground as one of the nets caught her.

"You were saying something web head?" Hawkeye smirked to the downed Penny, who stared up at him. "Albeit, I was only meant to watch for you trying to escape. Got to admit, I'm a little surprised to find you up here. Watching the place you're suppose to be in... And.. Whatever that was." He said, obviously having been present to Penny's attack.

"Look. I am not with the Rose. If you've been watching the... Umm. Has the news been saying something about all the attacks I've stopped the past week?" Penny asked, doing her best to remove herself from the net as Hawkeye watched, amused.

"I'm not much of a news watcher.. Or reader. Been watching you anyway, we both had. Natasha is a little more just wants to get this done. Got to say, you got her all excited today. She expected this to be easy. But you tend to move faster when pushed by people who know what they're doing."

He fired another arrow, Penny could hear it. She expected the ringing of pain, or gas like before, but, rather then that, she felt the net loosen. He had cut it. Peeling herself away from the net, Penny looked to the man with a confused tilt. "Umm, Hawkeye, sir, what?" Penny asked, getting a chuckle from him.

"Clint. Name's Clint. And got to say. I kinda like your normal voice compared to the boy's voice you were doing." Clint said, causing Penny to gasp in surprise. Had she been... Talking with her normal voice and not realizing it? She thought..

"Yea... I guess after what happened before, I kinda just forwent the boy thing. But why did you let me go?" Penny asked, really confused. She was quite sure that she had all but hit the bad guy list after fighting the two... Dodging the fighting they were pushing onto her.

"Because. You're right. Seeing what's happening here. It's a trap. A trap for you. What did you do to piss off a lieutenant of the king-pin?" He asked, giving Penny a raised eyebrow that she returned with a shrug.

"No clue. Well, one. But ah. It's a personal matter." Penny stated, not looking back to Clint who had nodded to her answer.

"Right. Well. Natasha is inside that place, but by now, she should know the same. Maybe more. And while I'd ask you sit this out. You seem intent on doing. So I'll provide cover when the action starts. Besides, we're here because of you, so make sure you get her out of there safely, even if she doesn't need the help." Clint spoke as he walked to the edge of the roof and pulled out an arrow, aiming it down to the garage door. "Open the door for me, if you don't mind." He asked.

Penny could only nod her head. She was... She was working with one of the Avengers. This is so awesome. "Yea. I got a way in anyway. Thanks." Penny said as she ran to the roof and jumped.

"Good luck Spider-girl!" She heard him call after her, and she could only smile. Spider-girl... Well, it fit. She liked it a whole lot more then Spider-man.

 

Zipping to the vent, Penny pulled it open and crawled in, moving forward as silently as she could, which wasn't as difficult as she imagined. Crawling upside down with light movements, sound was as low as she could hope.

Progressing, Penny paused at an open vent, one that looked as if it had been cut open. Frowning, she crawled till she was above the opening. "Hmm... How do I do this with... Ooh. Idea." Penny smiled to herself as she thought about it. A staple of the spider was it's ability to use it's silk in many ways, from making a web, to lowering itself. Jumping spiders could use their webs as a safety net encase their jump missed.

Pressing her web shooter into the roof, Penny fired a strand and let go, but rather then the slow decent she had hoped for, she just fell as her web shooter continued to produce the line of webbing. Catching herself as she fell though the hatch on the webbing, which she cut off before it sent her to the ground, Penny found herself hanging upside down in the middle of the room, only her upper body strength keeping her from falling. "Ooh, maybe I should work on the web shooters before doing that again." Penny mumbled to herself, looking up at the open hatch.

It was a good plan. But the way her web shooters were now. She'd need to make them more customized then just single blobs or one long strand of webbing that ether kept spinning as she held it or was cut off as she released the trigger. At least the webbing wasn't that sticky on the sides. Seriously. How she came up with this formula, Penny would never know. But it was amazing in how it worked, and with a little effort, she could make it do so much more. 

But first, she needed to finish this, then get home and deal with... Mysterio. What kind of name is that? "Now, who were the two intruders..." Penny grumbled, her eyes scanning the dark room, finally stopping at the sight of a circular hole into a wall. With a frown, she slowly made way to the hole, about to peek in just as her spider sense went off, the sixth sense warning her of danger coming from... The hole?

Back flipping into a hand stand and pushing off the ground to her feet to gain distance from the hole, Penny stared up as a figure who had made a kick towards her head missed, before jumping down from the upper part of the hole to the ground. "Hrmmmm. Seems a Spider followed us." The figure purred, a woman's voice.

"Huh. I guess if it's dark, doesn't matter how white your hair is.." Penny responded back, causing the woman pause as a second, smaller figure jumped down from the hole.

"They haven't unloaded the cas- Wait, Spider-man?" The male voice said, clearly surprised. But the taller woman simply shrugged.

"Not exactly. This one is a girl. Unless boys can have such a feminine voice... Then again." She seemed to smirk as she poked the younger boy in the shoulder, getting a angered response from him who pushed at her. Like siblings, the two pushed as Penny stared in confusion.

Not wanting to waste another second with the two, Penny aimed her web shooter at the woman and fired, striking true as the woman's arm was forced back into the corner of the hole. "I don't know why you two are here, and I am Spider-man... Well, I was. I'm Spider-girl in reality, always had been, just... Look, I got things to do." Penny called to the two, but it seems her action only served to annoy the duo.

With a quick swipe, the boy somehow cut away at Penny's webbing with his fingers, the two cat burglars staring at the Spider with claws out... Literally. "Seems the Spider wants to play. Kitty. Mind distracting her? I'll find the trucks." The woman said, getting a annoyed sigh from her brother.

"Don't call me Kitty, Black cat." He scoffed, before charging towards Penny, his eyes taking a oddly bright color behind the goggles he wore as Penny jumped out of the way of his claws, her eyes looking back to Black cat and finding no one.

"Wow, she moves quick. Hey, can we just skip the fight? I'm in a lot of pain and I really need to spend my energy fighting someone else." Penny breathed as she kept jumping out of the way, each jump landed awkwardly for the girl, till as she jumped once more, she found herself moving forward still.

Realizing she had jumped right into the hole, Penny tried to catch herself but landed badly, rolling along the floor as her Spider sense screamed at her to move, right before a body crushed her, the male cat straddling her stomach, his claws out. "I got into a bit of trouble because of you. Girl or not. I'm going to make you pay." The boy said, and as his voice reached Penny's ears, she suddenly realized something.

"Wait.." Penny gasped out. She knew the voice. In fact, she knew the voice and this situation. This had basically happened before... "Felix?" Penny asked, despite the darkness of the room, Penny could see the shock on the boy's face as she called his name. And as her eyes adjusted, she recognized his features. Even his hair was the same, albeit, a platinum blond like color instead of brown... But then, his eyebrow's had those fake ones.

"How did you..." The boy questioned, and Penny used his distracted state to kick him off, before firing her web shooters multiple times till he was plastered to the wall. "Damn it!" He called out, and Penny webbed his mouth up in response.

"Sorry, pal, but I got more important things then you. We'll kiss and make up later, kay?" Penny said, you could practically hear the smile in her voice as she ran and jumped back out into the room, her bravery quieting down as soon as she did.

"Why did I say that? Stupid, stupid... Doesn't matter. The case of the two mysterious figures is solved, now for the Rose." Penny stated as she moved to follow the Black cat out. The open door leading Penny in the right direction. Hopefully, the woman wouldn't be a problem, were Penny's last thoughts as she ran towards the fight that was expecting her, unaware that a rather angry boy with claws was already cutting his way out of her webbing as she did..

 

* * *

 

 

Opening a door, Penny squinted at the sudden blaze of lights in her direction, and while her vision was recovering, a voice spoke loud and clear for her to hear. "Ah, the infamous Spider-man. What a pleasure to have you. You know, we were expecting you from another way, but some guards reported a mess in the locker room and suddenly went silent, so we adapted." He said, confusing Penny for a moment as her sight clear.

"It's Spider-girl, and that wasn't me!" Penny called back, getting the biggest reaction of a surprise from the group of thugs from her tone.

Looking to the center of the group, stood a man with a cane, wearing a three piece business suit of green and red colors, a black fedora atop his head, but perhaps the most interesting feature, was the pink Guy Fawkes mask he wore to hide his identity. "A girl... A young girl by the sounds of it." His voice dropped, before he looked to all of his men. "Hear that, you were all getting beaten up by a girl. Now, Spider-girl... My boss wants to chat."

"King-Pin. Yea. I wouldn't mind chatting with him ether. How about you just send me his way, and I'll swing on over." Penny said back, her eyes looking all over for any hiding places the two woman could be. Black cat, Natasha. Well, Black Widow. Lot of woman calling themselves Black and then an animal.. Maybe she should have been the Black Spider? Ooh, she was saving that one for later.

"Well, less chat and more command. See. We know you want the boss. But he isn't looking to let some Vigilante take him down. He might think you can be brought, but I know the truth.. So. I thought it'd be better to just have you killed. Here. Now. You might be fast... But let's see how fast." The man finished as the large group of men among him pulled out guns, small arms, Penny could see for the moment she had to stare.

Every other moment was listening to her Spider-sense as it screamed at her body parts to move. She used her webs to zip to the side, barely avoiding a volley of bullets at first, but then it became individual, and she had no time to think, only dodge, and dodge, and dodge. "Well, you're certainly the Spider. Come on! How hard is it to hit one girl."

"Rather difficult, actually. A voice called out though the gunfire as Natasha Romanov suddenly appeared out of nowhere, drop kicking one of the thugs into a few others. The moment gave Penny time to think, and something to remember.

"Where did you come from?" Penny yelled as she lunged into the air and fired a web to the roof, swinging with it and kicking a thug mid swing, knocking him towards the garage shutters with a thud. Penny herself winced, and remembered she needed to tone down her strength a bit, but hearing the man groan was a good sign. Letting go of her web at the peak of her swing, she landed on the shutter herself and jumped upwards to avoid more gun shots, but as she spun in the air, Penny aimed her wrist to the garage door controls and fired a single web shot.

Throwing her attention back into dodging, Penny could hear the shutters grind and groan as they rose up, revealing to the world the ongoing fight inside this garage, but more importantly, it gave an archer view into the room, made evident when a group of thugs suddenly screamed out in pain as a electric current spread to them from an arrow that had struck the ground near them.

With less guns in the room, Penny paused for a moment to take a breather. "Seriously, where were you?" Penny asked Natasha, who was in the midst of shocking a thug with her gauntlet, a painful thing Penny knew well.

"Blending with the shadows. You going to fight more or just dodge?" The woman asked, and Penny rubbed the back of her head in mock apology before taking the woman's advice. She was going to fight by doing the one thing she promised she was going to do. Pluck a thorn. Zipping towards the Rose, Penny was about to use her zip to kick the man, only for him to pull a sword out and swing down at her web, causing the girl to crash into the ground before him at the sudden loss of her web.

"An Avenger? Really!? Someone forgot to mention that. You're going to die girl, if I have anything to say about it." The man growled as he stabbed weapon towards Penny's face. But that was was prepared for at least, moving her head out of the way, Penny flipped herself into a stand as the man kept thrusting his cane sword at her.

"Can I make a complaint? Chivalry should not be dead here!" Penny quipped as she twisted her hips and leaned out of the way of a forward thrust, before firing a strand at the weapons guard and pulling it from his hand and towards the ground, the two of them having moved to the front of one of the trucks. "There we go. So... About killing me..."

If the mask could emote, Penny could guess that Mr Rose was very, very angry right now, the way his hands seemed to clench with a almost killing grip. "Damn you..." He muttered, right before the sound of a engine turning on. "Huh?"

"What?" Penny exclaimed as she looked to the truck, the driver seat once devoid of someone now had a driver, and it was a beautiful woman with white hair in a leather cat suit. "Thanks for the distraction boys and girls. But this Cat needs to go." The woman yelled out from an open window as she suddenly hit the gas.

Ramming towards the two, Penny found herself charging Rose, pushing him by his chest and out of the way before she jumped back herself, hey leg just catching the corner of the truck as it picked up speed and sped past the two. "Arrrh!" Penny yelled out. Mistakes were made. Why had she pushed that ass of all people before looking after herself?

The Rose seemed to share the same question, with how he looked to the girl as she slowly stood up. "I..."

"I'm sorry, weren't you meant to kill me?" Penny muttered, eyes looking to the gun men looking for Hawkeye, the men attacking Black widow and not making progress, some were looking to aim towards her, and the only thing on her mind was... Would she leave her brother behind? 

The answer came too late as her Spider-sense went off, danger above her. Looking up, she noticed a bag falling and jumped back, only for her Spider sense to go off again as she felt a fire like burn of claws trail along her back. "Pay back Spider." Felix said, sounding pleased with himself as she stumbled forward and turned to face him, getting a grin as he wiped her blood from his claws and sprinted towards the the second truck.

"Get him!" She heard Rose call to his men, and some of them turned their attentions to the cat, only when some fired, they found their guns empty, and when another fired, his gun exploded in the man's hand, and Penny could only watch as Felix made it to the truck unharmed, before taking it as well.

"So long losers!" He called out, speeding away with a laugh. Leaving several confused, and a few in pain, Penny in particular.

"Asshole." She muttered. How could she have let that douche kiss her? She was so stupid. And stupid enough to not be moving, as Rose took the opportunity to close in and grab Penny by her shoulders to slam her into a wall, the sting of her new wounds on her back quite obvious with the action.

"This night is getting worse and worse. And it's all your fault!" Rose yelled into Penny's mask, and she turned her head to avoid getting the spit in her eyes, her glass eyes to be exact.

"What can I say, you could have just left me alone!" Penny yelled back into the man's face, as she easily began to pry herself from the man's grip, who was too angry to notice.

"I was just meant to kill you. Take your body, and let my father dissect your corpse for the formula. It was so... So. Simple." The man spat, and Penny found herself pausing.. The formula? But, he had said that King-pin wanted to... Less... He didn't want the thugs to know.. Did he say father? Penny pried enough of herself away from the man before she kicked off him and flipped away, aiming her web shooters at the lieutenant as she landed.

"And this, is over." Penny yelled, pressing into the trigger for her web shooters, only to get a grinding sound.. "No... NO not now, oh the timing with these things are horrible." Penny yelled, just as a voice spoke behind her.

 **"Actually, the timing is just perfect."** A rough, cold and electrically familiar voice said as Penny turned to look, only for her Spider sense to warn her too late as a metal guarded fist crashed into her face, the sound of flesh crunching and glass shattering filled Penny's ears as much as the pain that surrounded her eye did. She cried out in pain as she collapsed to the ground, her hands hovering near the shattered eye hole of her mask.

"Taskmaster!" Natasha yelled out from wherever she was, but his boots never left their position from near Penny's head, as if he was uninterested in the Avenger.

 **"A girl... I should have known. Not often I am tricked by a high-schooler, but it doesn't matter. You're coming with me."** Despite his words, he sounded angry at the fact that the entire time his search had been for nothing. That kinda made Penny happy. 

Hands on her shoulders, Penny suddenly twisted and kicked at his shin, before rolling away. It hurt to open and close her eye, but she was pretty sure the glass was just embedded around, rather then in. Which was a hundred percent better then her eye being cut open by glass. Sure, she could heal... But could she heal the whole of her eye if that was damaged? Not something to find out.

"I got people shooting at me, people trying to stab me, and one guy trying to steal me. Anyone else want to get in on this party?" Penny said as she stood herself up, a hand covering her eye, voice loud for everyone to hear. She was about to make a comment when the raising sound of what sounded like a whirring engine came, and a purple and green man in a mechanical suit atop a hovering glider appeared at the door, having flown in and into the air. "Seriously? What is with green and purple."

 _"Spider-man! I am here to take what is mine! Hahahahaaaaaa."_ The new man in the iron man like suit laughed, and Penny could only slump at the sight of him. Tonight... Was the worst night. Ever. Of all time.

**Notes for the Chapter:**

> Hmm. I always want to add something here before I write the chapter, with P.S. Being after I'm done. But. Right now. I can not think of something. So. I guess P.S. When this chapter is done. You'll get my thoughts.
> 
> P.S. I feel like I bloated this. I mean, the idea was to have all of these obstacles happen and come at Penny, and that will happen in the next part, but honestly? I got like, three villains, two side heroes, a thug here and there and Penny. Writing is hard. Thank you people who kudos, you are very nice. Thank you people who read this, you are awesome. An extra thank you to those who bookmarked this. You're even more awesome. And I hope this chapter was good, cause I hope the next one will be even better.


	10. The weight of responsability: Part 2.

**Summary for the Chapter:**

> Hurt, surrounded by foes and with her Aunt in mortal danger, Penny is pushed to a breaking point. And it will end ether with a snap... Or gain a higher threshold to suffer.

After the laughing maniac in green and purple arrived, all hell went loose.

Hawkeye, Clint, Penny wasn't sure which name to refer to the man with, jumped down and fired a volley of arrows, taking out most of the, if not all of the goons working for the Rose with an almost lethal efficiency.

Natasha, Black Widow? Had charged Task-master, and the two were fighting with a mix of the purple suited being on the mechanized glider throwing smoke bombs and the occasional real bomb. If the police were not already on their way here, they'd be so now.

Penny? She was hiding between the cracks of these two creates. Her hand was still attached to the eyepiece of her mask, as if her fingers were going to suck out the shards of glass embedded into her skin.

The back of her suit felt sticky and stuck to her skin because of the blood from Felix's attack. That was still on her mind. Felix. It was him. Had to be him.

But what made matters worse. Not the cuts that ached from her constant movement back at the store with her Uncle's killer or the occasional shiver from the effects of the drug, still lingering even if it wasn't as effective, not the wounds she had suffered now, but all that had happened.

It made her wish she hadn't gotten these powers. She wouldn't be here, hurt and abused. She wouldn't be dealing with guns and thugs and mercenary's and gangsters.

Her Aunt wouldn't be in danger... Her Aunt... Aunt May was still in danger.

And while Penny hid, silently sobbing to herself amidst the chaos, she suddenly felt utterly disgusted with herself... What was she doing. Hiding... But if she were to go out there. She'd only suffer more. Wouldn't she?

A sudden shadow appeared over her and she whimpered, trying to crawl deeper into her corner, but as she looked up to the cause of the shadow, she saw someone she hadn't expected. The Black Widow. "Kid?"

Her voice reassured Penny somewhat, but the mechanical, malicious giggle of the latest intruder caused the young girl to cower once more, right as another boom of a small bomb went off, and she could hear Taskmaster yell out. It seems that was why Natasha had this chance.

Only nodding, Penny looked up to the woman. "I... I don't... I don't think I can do this." She choked, pulling her hand away from her eye, staring down at the blood that had caked her hand. She was sure her left eye was a red mess, at least, around it, she didn't dare open it, she didn't want to hurt anymore.

Sighing, Natasha squeezed herself in and got close to the girl. "How old are you?" She asked, and Penny found herself... Confused, to say the least. How old was she? What kind of question was that?

"Fifteen..." Penny answered anyway, not seeing a reason to lie, not seeing a reason to add, 'and nearly sixteen!' but her answer seemed to please the older woman, to some point.

"Fury had us hunting down.. Look, kid, I'm sure you mean well, but you shouldn't have been he-" Natasha began to say, but Penny found herself leaning towards her with a sudden motion, one that made her body cry out in pain and anguish, but she ignored it.

"I know.. I keep thinking about it. But I am. I am because I got this power... And sitting here, crying over a few boo boo's isn't going to cut it. Those three are here because of me.. It's time I gave them what they want." Standing herself up, Penny jumped to the top of the container she had been hiding near before Natasha could say anything, squatting down on he perch and finding two of the desired villains.

Taskmaster and the fake Iron man were locked in a constant battle of movement and attacking. Taskmaster would fire at his moving opponent, who would weave in-between the energy like bullets, his armor deflecting any he wasn't able to escape, only to return the attack with his own, diving down with the glider or throwing a bomb towards Taskmaster, who was able to deftly avoid the first, the latter...

Well, Penny had to admit, she didn't hate the fact that Taskmaster was looking worn out, his suit busted in several places. She couldn't see the Rose, but when Clint arrived beside Natasha, she overheard him state that the crime lord had escaped during the madness. Even he, the one who set this place up, didn't want to be apart of it anymore.

"Hawkeye, Widow! You two focus Tasky, he's injured enough but his skills are still dangerous, I'm gonna go catch myself a flying... I'll figure something." Penny called the two, practically a order, but she couldn't care, she had to move, her thoughts on the task ahead as she flipped up to the roof.

Crawling towards the battling duo, Penny grabbed at a pole and roughly tugged it, breaking it off so that she had a weapon. That done, she waited in wait, like a spider, for the flying maniac to get close to her, unaware, only to then lunge down at him, her two allies attacking Taskmaster not a moment later.

 _"What!?"_ The voice under her barked out as Penny oddly griped onto him, causing him to lean to the side off balance, yet strangely, his feet stood in place. Thankful for being a little small, Penny crawled down the man's back and got a look at his boots, an odd blue glow under his feet gave her an idea as to how he was able to stay on his glider.

"Anyone ever tell you? Flying is a bit unfair when everyone else is on the ground!" Penny yelled as she brought the pole in her hand down onto the back of the glider, causing a mess of sparks to light up as the blue glow under his boots shimmered and vanish.

Now, he was not magnetized to the glider. But that meant that the two of them had no safety net and as the iron suited man lost his balance with a giggle, Penny went with him, the two crashing out of the garage doors till they were outside.

Standing, Penny flinched as her abused muscles and wounds continued to complain. At the same time her Spider sense went off and Penny found those muscles still worked as she flipped back away from a fist. "Christ, what is wrong with you!?" Penny almost yelled at the man, who simply laughed at her.

 _"ME? What is wrong with me? Nothing... NOTHING. I hired a merc to get you... And when he failed. I came to take what is mine... MINE! MY SPIDER. WHERE IS IT!"_ The man yelled, and as he yelled, Penny soon realized who was under that suit, but she didn't dare say his name. Didn't dare think.

The person she had gathered that hired Taskmaster was Osborn. Norman. Osborn. He had come himself. Acting like a crazed... "That is what this is all about? The Spider? That is what this has all been about. It died. It died the moment I crushed it." Penny said, venom in her voice, but it was enough to give Norman pause, his head tilted as he soon began to giggle, and then laugh, and laugh and laugh, only to stop, dead silent, his posture serious.

 _"Crushed... It... But your powers. How, what did you do? How did you work the formula with a dead spider! You can't, we tried... HOW!"_ He asked, yelled really, and Penny stared at him. Stared at this man. Who wanted an answer. An answer to this question he seemed to have given himself, a riddle he believed she had solved. And what did Penny do? She lied.

"I did nothing. I was born awesome like this. I just found what you did with that Spider horrendous. And killed it when it asked me too. Spider-girl, it's in the name." She said, and no sooner then she had said it, he rushed at her, moving at a speed she hadn't expected, forcing her to catch his fist, and boy, did she learn something.

He was strong. She felt her hand shake as she pushed to hold it back, but his other hand was free and he attacked with that, something she caught again with her own. "What the hell is wrong with you, you bloody goblin!" Penny spat, the two were locked together and she found that she couldn't hold on. He'd push her back, and while she thought of a way to get out of this, he was already a step ahead.

She felt the knee to her stomach before she knew to dodge it, and as she reeled from that, her hands letting go of his to grip her stomach in reaction, he brought his fists together and down on her back, forcing the girl to the ground as she called out in pain. _"Hehe... Hahaha.. Goblin? I like that. A creature of mischief, malicious intent! Yes! A perfect name for one so great as I! We don't need the serum anyway. IT WORKS, the unfiltered form works. And you... Spider. Are done.."_

Laughing still, The Goblin picked Penny up by her shoulder, gripping it hard as he brought her face to face, his fist pulled back to strike her. She stared with dazed eyes. Wondering if this was it.. Beaten to death by one of her best friends dad, who was laughing like a maniac and calling himself the Goblin. She preferred that, Goblin. It was like it wasn't Norman, but someone else.. Someone else hurting her.

Yet as his fist came towards her. Penny rose her hand and caught it. Her dizziness vanished as she stared at this man. This Goblin. He was pissing her off. Her Aunt was in danger, and he was pissed over some Spider that gave her powers? Squeezing down on the metal gauntlet, she began to crush it, the Goblin screeching out in pain as he dropped her to recoil back.

Landing on her feet, Penny followed after him. "Okay then Goblin. Remember this." Penny threw a punch at his head, and watched as the helmet spun with a crack, the Goblin reeling back as the metal in his cheek dented, her own fist stung. "I'm Spider-girl." She spat, throwing her left fist into his chest and watching as the man was sent flying back, sliding along the ground.

Before he could recover, Penny jumped atop him, and punched his helmet once more. "I don't ever." And again. "Want to see you!" Again. "Or anyone else." Again. "About this stupid formula stuff!" AGAIN. "BECAUSE I DON'T KNOW ANYTHING ABOUT IT." She screamed into the broken and dented helmet, telling a lie that held some truth. She really didn't know anything about it... Just a spider.. A spider that bit her. But no one needed to know that.

Breathing heavily. Penny stared at her fists. Bloody and bruised from punching hard metal. Metal meant to resist heavy ballistics if she had to guess. Armor meant to match up to the original design. Iron man. And yet she had gone and busted it up, along with her fists..

The sound of a siren woke her up from the sight and she looked forward, seeing multiple squad cars arriving. She looked to the right, back to the garage and saw Clint and Natasha, looking tired and bruised themselves, but they were hauling out a defeated Taskmaster. It was done. She was done here.

But she wasn't done with tonight. Standing from the prone Goblin, Penny ran towards the building and jumped, ignoring the shouts for her to remain, ignoring the questioning look from the two Avengers. Climbing to the roof, Penny started to run and jump. "I'm coming Aunt May... I'm coming."

 

* * *

 

 

Twice, Penny had collapsed to exhaustion, and twice, she had gotten back up and kept moving. About half way, she had found her bag, and had slowly switched out her clothes. Allowing her to run along the ground, rather then the constant, exhausting and painful jumping she had been forced too.

As Penny Parker, she could run home and it'd look normal.. As long as no one stared too closely to the bits of bandages that covered red and blue spandax. She hadn't been kind to her suit, tearing it off where she hadn't bandaged it. But she could repair the suit.

Arriving at her street, Penny slowed to a hold. Mysterio was on this street. He was somewhere. Waiting for her. But he couldn't know what she looked like, right? So she could get to her house, and sneak in though her window. Simple... Easy. She could do it.

Each, mind echoing step towards her house was painfully obvious. She could feel the air on her skin, breathing though her clothes to the claw marks that ran down her back, marks, wounds... Her eye, which Penny had spent a good five minutes, painfully plucking glass from, only to then run it under water. She was sure she had cracked a tooth with how her jaw bit down to quiet herself from screaming.

Which in the end, meant she was here. Drugged and recovering, lacerated in her thigh, shoulder, arm back and eye, bruised along her stomach, back, fists, everywhere really. Yea... Just a normal teenage girl walking into her house... Aunt May was going to freak. 

Penny smiled at the idea. Walking into her house, her Aunt looking to Penny with a shocked gasp, hurrying over to the young girl and grabbing hold of her, making Penny grunt and squirm to escape the painful love... She'd love that to happen.

Who knows, Penny thought as she made it to her yard. Maybe the killer decided to leave. Sure, her identity as a spandex wearing vigilante would be revealed, but as long as her Aunt was fine... That was fine.

Climbing into her room, Penny groaned into the darkness of her room as she threw her bag onto her bed. Slowly creaking her door open, Penny walked to her Aunt's room and opened it, eyeing no one inside. "May! I'm home." Penny called out, getting only silence.

With a frown, Penny went downstairs, looking for her Aunt and finding no one. "Aunt May? Is this about me being out? Look, I'm sorry, but I... I'll explain. Just, please. Where are you?" Walking around the catch, Penny sniffed at the air, scrunching up her nose at the smell. It was... Acid like. She looked around more frantically, stopping only when her foot stepped into something wet.

Lifting her foot up so she could see, Penny found it was blood, a pool of it, and from that pool, a trail led to the kitchen. "M... May..." Penny felt tears well in her eyes as she followed the trail. All the pain in the world... She'd gladly suffer it, as long as... As long as she didn't see what she knew was coming. She'd take what she had suffered tonight, a hundred times over... "Please... No.... No..." With a whimper, the young girl begged no one as she rounded the kitchen bench and saw her.

"NOOO." Penny screamed, running to her Aunt who laid in a puddle of her own blood, a kitchen knife in her hand, sticky with blood, two long cuts carved into her wrists. "MAY! Maaay. Please... No... Please..." Penny brought her Aunt atop her lap, not caring that she was sitting in her Aunt's blood, just that her Aunt would wake up. "Aunt May... Please."

As Penny sobbed and begged, the heavy steps of someone coming down the stairs were made obvious, and yet she couldn't bare to think about anything but the sight before her. She was too late... She was... "I'm sorry... I'm so sorry."

The heavy steps came closer and closer, stopping a few mere feet away from Penny. The young girl looked, and saw him. Mysterio. Quentin Beck. Her Uncle's killer... Her Aunt's killer. "What... What do you want!" Penny screamed at him, and the man with the stupid fishbowl for a helmet looked down to the piece of clothing in his hand, her suit. 

"I'm not a bad person... Really. I just wanted to make movies. Make them... Spectacular... But then I got hooked. And it was fine... I did what I could to pay for my addiction. And I kept my job... But... Then you came... You got me caught... I lost everything. My job. My freedom. My sanity. Pixie dust... hurts. Those that betray it. And now you know.. Now you've suffered. Penny..." The man trailed his words, and Penny found she couldn't care for his reasons. She just wanted to hold her Aunt close.

But Mysterio wasn't done. "She suffered. Long. See... It was only a trial, but I've been working my chemicals to make people see certain things. So I made her see that which she feared. And she feared losing you Penny. She yelled for you, cried for you. And then I gave her more... And more. To keep her distracted. I had thought you'd come sooner then this... Yet as the hours passed. I simply did it just to see how long she'd last... Got to admit. Didn't see her killing herself. That was unexpected." The man explained, in cold, cold detail. Emotionless...

Laying May's head to the ground, Penny slowly stood up and turned to Mysterio. Her face red with tears, her mouth full with saliva. And the man could only stare at her, right as Penny charged at him. "I'll kill you!" She roared, too angry to care.

But like before, he was ready, and Penny soon found herself blasted with the acid smell that had trapped her before. "Ah, poor Penny. Don't you see tha-" The man began to speak, expecting the girl to fall to her knees.

But Penny had not fallen. She had suffered too much to allow this drug to stop her now, and with a decisive strike, she punched the dome with force, sending the man flying back, but when his fishbowl didn't shatter, Penny followed in an effort to break it.

However, Mysterio recovered and aimed his wrist towards the approaching girl, a gas spitting from his wrist and into the girls face, the direct contact of even more of the acidic gas caused the girl to scream out in hallucinated pain as she fell to her knees, but Mysterio simply took the moment to keep talking. "Judging from your eye, and this broken mask, you made your eyes from real glass? Are you stupid? I'm using a thermoplastic complex. Resilient and I can see though it without the worry of it tearing my face apart. I even thought about installing a HUD system. It'd be complex... Ah, it doesn't matter... See. I had thought I'd just make you suffer this." Walking up to her, the man kicked her chest, causing Penny to fall to her back as she clawed at her face, the chemicals working to cause her as much pain as she had suffered before.

"But I've killed your family. Twice. And as you said, you'd kill me, a mutant with your power? That isn't impossible.. So what do I do to make sure that doesn't happen? Kill you? No... That'd be too easy... But. Make you suffer even more? So much so that you'd never want to leave the house for the shame of someone seeing you would be enough to cause you terror... That I can do.." The man taunted, the meaning of his words flying over Penny's head as she fought to recover some sense of sanity.

Something came to mind, in the haze of pain, back when he had first trapped her in gas. He had said that the effects didn't last long... So she just had to wait out this small, small bit of gas he had sprayed into her face, small as it was, the familiar feeling of her skin setting ablaze with a fire that wasn't there tortured her. The only difference now was that their was a weight pinning her to the ground, and hands roaming over her chest.

"Huh, wearing bindings huh? That explains why everyone would assume your gender as a male... But I wonder what's under." The man leered, and Penny found her mind came back as she realized what he had meant before. Her first instinct was to kick him off, but she hadn't gotten this close before without the full effects of those drugs. So she let his hands wonder, just as her eyes wondered his body, looking for some kind...

She found it... She had wondered how he had stood in that room, at the store, while the gases affected everyone else, he remained unharmed. She saw an oxygen tank, just under his cape.. When his hand, the one that had the wrist mounted gauntlet that had sprayed her with his gas traveled near her neck, Penny sprung into action.

Grabbing his wrist with a bone breaking grip, Penny forced his arm to the oxygen tank, stabbing the needle tube that the gas came from into the valve, "What are you doing!" He yelled, and Penny only gripped the entirety of his wrist, hoping to trigger the gas propellant.

"You're cape is stupid and your head even stupider" She spat, spitting at his dome as she held him tight, gripping his wrist as he spat insults at her, his free hand thumping her chest, her face, just more pain, more bruises she had to ignore as his attacks and violent words slowed.

And soon he was screaming. Clawing to remove the dome he had secured to his head. The only source of oxygen now corrupted with his hellish drug. For minutes, his screams echoed in her mind, growing louder and louder till finally, Penny lost the strength to hold onto his wrist, and she let go.

But she wasn't needed anymore. Quentin Beck was lost to his own demons. His own weapon, and Penny could only watch from her position on the ground as the costumed wearing villain screamed and shouted. Crashing into walls and furniture to escape from something he couldn't escape from. "I... Sorry..." Penny mumbled out, before the entirety of today finally took her, and she fell asleep, asleep to the suffering of the man she perhaps, hated most.

 

* * *

 

Penny awoke a few times. When the door was broken into, MJ and her father rushed in, and while her friend rushed to her side, MJ's father tackled the still suffering Mysterio. Penny couldn't fully understand what MJ was saying, but Penny found herself, crawling forward, to the couch. MJ did her best to hold Penny down, but as weak as she was, Penny proved to still be stronger, and as Penny leaned into the couch, she grabbed the broken remains of her suit and shoved it under her couch..

With that done, Penny grabbed her best friend and held her close, and this, MJ seemed happy to do. The two girls held each other as Mr Watson called the police, yet Penny wouldn't remain awake, not for that.

The next time she awoke, was in an ambulance. Things were attached to her, people were talking, and Penny could only look at them as they looked to her, mouthing words she didn't understand. She didn't last long, before she fell back to the darkness.

The final time she awoke, Penny was in a hospital bed. She looked around in silence, unsure... Quite unsure. Was this just a dream? Had her plan failed? Had she hallucinated Mysterio screaming, had he... Done what he had threatened to do?

"Ow... No. This is real.." Penny groaned, having pinched herself. Actually, now that she thought about it, her vision was cut off, half of it was darkened.. She patted her head and found her eye was covered in bandages. Yet, as she patted the bandages, no pain came from her touch... How long had she been here?

She tested the rest of her body, and besides for a few joints, she felt alright... Too alright. She must have been asleep for at least a week right? There was no way she could have recovered at the rate she had. "Oooh... Oh.."

The memories came... And with it, the pain. Penny remembered everything. Aunt May. Mysterio, the killer. The sadistic asshole that blamed her for everything wrong that had happened to him. "OH! You're awake!" A woman's voice spoke, and Penny looked to her, the woman, a nurse, came up to Penny from the door to her room and placed a hand against her forehead, causing the young girl to wince. Not from pain, but... Touch. "I didn't think you were going to wake up at all! Oh you must have been exhausted to have slept for two days. Well, a day and two nights, morning sunshine." The woman almost gushed, and Penny only stared in mild surprise. Two days? She recovered fast but... That fast?

"Umm... My Aunt... Is... Was she okay?" Penny asked, hoping that perhaps May was just... Stunned. Silent. A mirage. Maybe everything was just a lie? Right?

The look the nurse gave her told Penny otherwise. "Oh..." Penny sniffed, already feeling the cold warmth of a tear sliding down her cheek. She was... She was too late.

"Oh honey... I'm so sorry,, but she suffered too much blood loss... She passed away perhaps an hour before you were rescued from that horrible man... I don't know if it'll help. But your cousin is here." The woman said, and Penny looked to the woman, almost confused.

"Cousin? I..." Penny didn't have a cousin... Well, she did. But she didn't have any that she knew, or knew cared about her. Or any that were in New York. Some of her cousins had suffered at the invasion last year. Badly. She hadn't known about it till they had already left New York. To Australia apparently.

"I'll get him... I suppose you'll need to talk to him." The nurse said, before leaving Penny alone to the quiet of the room.

A few minutes later, a man walked into the room, he looked to be in his early twenties with a unkempt beard and a messy bed of hair. Mostly, he looked strong, not like he worked out strong, but like he needed to be strong. "Hey.. Pleasure to meet you Penny... Jeez. That bastard did a number to you. Then, I guess you did a number back." The man said, taking a seat to sit near Penny's bed, giving her a good chance to study him.

"I'm... Sorry.. I don't think we've.. Met. At all." Penny slowly said, and the man nodded.

"Mm. I'm Ashford. Ash for short. I am... Was, May's second, third nephew? We may not be related by blood, but I heard a lot about you from May. And I know she loved you, and I loved that woman. So you're family to me.. Wow. We ah... It wasn't meant to be like this.." Ashford looked to the ground, while he wasn't showing it, Penny could see that he was hurting in his own way, and she... She was happy to know that someone understood her pain in some way.

She wasn't sure she could do it alone. "Umm... Ashford... What... Why.." Penny wasn't sure how to ask, why he was here, what this was about. Honestly, she just wanted to sleep. To sleep and sleep and sleep.

"Well... As you know. May was sick. And she didn't think she was going to make it... Honestly, I don't think making it was her plan. She had asked me to look after you. So... The idea was, she'd introduce me to you, and explain this herself, but ahh... Well." Ashford rubbed the back of his head, and Penny noticed the hand was almost completely bandaged, she thought to question it, but what he had to say was far more important for her to disturb him.

"You'll be coming to live with me in Midtown, Manhattan. I know this sounds like a big move, but May had this school in mind for you that she, and honestly, I think you should go too. She told me you were smart, and smart kids go to a school like this... But it won't be till after Summer. There is no way you can go to school after what you went though." Ashford explained, telling Penny things she hadn't considered to be happening to her.

She was leaving Queens? She was leaving her home... Her friends. Her school. And going to the place where... She was...Manhattan? "That's... A lot to take in." She admitted, her hands clenched.

"Hmm... Well, thankfully. There isn't much of a bill. Turns out when an escaped criminal targets the family of someone they killed previously, horribly wounding them, the pay is a lot nicer. Besides, the doctor said you healed nicely, and the drugs that bastard put in your system flushed itself out. They estimate you could be out in a we-"

"Today." Penny interrupted him, causing the older man to frown. "Can I get out today?" She asked once more, and Ashford looked slightly worried.

"Penny, hey, you're safe here. The cops got the guy. In fact, whatever it is you did to him, he shouldn't be hurting anyone for a while." Ashford said, and Penny stared at him with her uncovered eye, his words... Surprising her.

"I... Did?" She said, and Ashford returned a smile to her. "They said his system had so much gunk inside him, It's possible he had been breathing whatever it was for hours. His brain is mush. Well, not exactly, but he's not sane... Not anymore, barely remembers anything if I remember correctly. Serves him right, what he did to you."

His words passed to Penny, but she wasn't listening, not really, because his words meant something. Mysterio didn't remember anything... He didn't remember her. Her identity. Letting out a sudden laugh, Penny hugged herself tight and looked forwards, trying to ignore the tears of anger, relief, sadness running down her cheeks. "Good..." She whispered, her hands gripping her skin tight.

Standing up, Ashford grabbed a remote and turned the TV across the room from them on, before looking to Penny as he placed the remote beside her. "I'll talk to them about getting you out early. Might not be able to work today, but we'll see." He said, leaving Penny alone to the sound of the TV. 

Deciding to see what she had missed, Penny flipped though the channels till she landed on the news channel, her eyes widening at the topic, the visage. It was the garage, the place she had chosen to go to rather then her own Aunt, a news reporter being filmed right in front of where Penny had pummeled Norman Osborn on the road. _"Two nights ago, several gunshots and explosions were heard coming from this abandoned warehouse complex. Witnesses claimed that two of the Avengers, Black Widow and Hawkeye had reportedly gotten themselves into and finishing, a fight between several powered beings, including the new vigilante, Spider-man, or is it Spider-woman? Reports have been coming in that the out in the day vigilante, often reported for being male, was heard with a feminine voice, and was called out for the gender by a recently escaped criminal, Quentin Beck, who was recovered on the same night after he had broken into and attacked the family members of a previous victim of his. In other news, while most of the thugs on the scene had been apprehended, one managed to escape on what we've been told, was a flying machine. Is Queens looking to be the new center of powered crime? More to come."_ Penny turned off the TV after that.

It was a lot to take in... And honestly, for now. She didn't want to think about it. Disconnecting and pulling out some of the things that had been put inside her, before hopping off the bed. She experienced a sense of vertigo, after having slept for two days, but soon she recovered her balance and her stomach and was walking about the room, right as a fiddle. "No jumping for a bit at least." She mumbled, just as a gasp came from the door.

"What are you doing up!? Get back on the bed." A concerned nurse stomped to Penny, with Ashford and another Doctor following close behind.

"Damn kid. You were not kidding when you said you want to leave." Ashford commented, before talking to the doctor while Penny was interrogated by the nurse about her well being and if she was hurt anywhere.

Soon enough, the doctor came up to her and frowned at the young girl, patting a piece of paper on a clipboard. "I suppose if you're better and would feel happy at home. The stitches should fall out in a few days, till then, I'm prescribing some painkillers and bed rest young lady, you may think you can run a marathon, but the only reason you're leaving today is because you're able to leave the bed, make sure you get back on it at least, if any of your wounds open, come here. If anything comes up, come here. Got it." The doctor stated, and Penny nodded along, but she was sure she wouldn't need to come back. However, she understood why someone like Night Nurse was at large.

If she had to deal with this every time she was badly injured, then perhaps an illegal check up made sense. Less questions when she healed this quickly, thankfully, her wounds were superficial at best, and she could pretend for a day or so. Helped there were certain areas that still stung.

Taken outside of the hospital, Penny had been given some clothes Ashford had grabbed, and Penny smiled at the strange looks she got, bandaged as she was from some of the people as they left, arriving at his car. "Wait.. Is that an Impala?" Penny asked, almost not believing her eyes.

"Hmh? Oh yea. It was my Grandmothers. She gave it to my Dad, and he gave it to me. Family car I suppose. So... Treat it like family, mmk?" He said with a smirk, unlocking the car and hopping in with Penny following. "Why the surprise?" He then asked as he started the car, looking to Penny.

"Oh... No reason. Just always thought this was a cool car is all." Penny smiled back, happy to be able to smile after what happened... The smile soon faded as she thought about it. The things she had dealt with. She looked at her lap as Ashford began to drive her home... One, last. Time.

Penny didn't stay long. She asked to go alone. Inside. She had taken her briefcase, and had filled it with the mostly basics. Clothes, underwear, her broken suit which she had hidden under the couch. She was thankful no one decided to look under it. That went under everything else. Toothbrush... She grabbed the family photo she had taken years ago with Uncle Ben and Aunt May, the two of them sandwiching Penny between them.

They were better times, and Penny almost laughed at the dark bags under her eyes at the time. She hadn't even thought about the fact her sleeping habits were better... Were. If she had problems sleeping before... What about now? She didn't want to consider it. Not with everything else on her mind.

Leaving the house, Penny had put her things in the back when she heard her name being called, followed by approaching footsteps. She turned just in time for MJ to crash into the young girl with a tight hug. "Ow.. Ow. I still hurt." Penny groaned, and MJ loosened her grip, despite looking like she really didn't want too. \

"Pen! You're okay right? I visited you once but I couldn't stay long and everyone is worried and... What are you doing?" May asked, looking to Ashford who gave the girl a small wave and then the case filled with Penny's things.

"Yea... Sorry MJ. But... I guess I'm leaving too... I can't.. Live here alone. You know... I'm sorry." Penny felt tears sting her eyes as she hugged MJ back, holding onto her so tight that MJ had to take a moment to breath and tell Penny to loosen the grip herself.

The two spoke for a while, sometimes crying, sometimes laughing, even if it was bittersweet, but eventually, Penny let MJ go and said her final goodbyes. They'd still be friends, they'd still see each other, but from going from being neighbors, to this... After all that happened. It hurt.

Sliding into the passenger seat, Penny wiped at her eyes, looking to Ashford who was getting the car started. "Sorry. I just... I wanted to get everything I needed out." Penny said as she put her seat belt on, pausing at the hand on her shoulder.

"I can wait for something like that. Don't apologize Penny... Well... I suppose it's time to show you your new home. Don't worry, It might be a little strange, but I reckon you'll love it." He smiled, reversing out of the drive way and onto the road, leaving Penny to breath as she was taken towards the island of Manhattan. Breath and resist the urge to cry more.

 

* * *

 

 

_Elsewhere, in the sky above NYC._

 

"A kid." Fury stated. He didn't ask. Perhaps he shouldn't have been fully surprised, but a girl? That surprised him a little. Not terribly so. Woman with powers was nothing new, nor kids, gender irrelevant. But as Clint and Natasha told him their reports of the situation, and the news report, along with his investigative team into the incident that occurred around a few hours ago before, with the now loony Quentin Beck and Spider-girl.

Ambushed, dangerously drugged with multiple lacerations from broken glass, the girl had gone on to dodge bullets, suffer from more cuts, bruises and a beating from  _someone_ in a suit far too similar to Stark's. Yet she managed. She pushed though, took them down, coordinated the two Avengers to focus the injured, if still dangerous Taskmaster, while she, injured and drugged with a poorly made yet effective Pixie dust mixture..

She beat the metal into the mans head, chest and hands, with her fists alone. That would have hurt, and required a amount of strength that Captain America held, maybe even more. "She isn't a bad person. As to why she ran from the cops as soon as they arrived, we're not sure. Could be a mutant, but then, why she isn't with the X-men, we're not sure." Clint said, and Fury nodded to his words.

"I'll meet with the headmaster myself about her... I had at first, worried. Another Vigilante, deciding to take matters into their own hands. But perhaps Spider-girl is a hero this city needs. Sadly, her identity is still a mystery. Blood samples from the store and the garage are all contaminated with this Pixie dust mixture. How she was moving is still a mystery to me. The amount in her blood would kill a normal person... About this pixie dust, Romanov, what did you find out?"

Looking to the red headed woman, Fury grabbed his cup of coffee and sipped away as she grabbed her tablet and sent some holo images to the holo board, information about Quentin Beck and Pixie dust coming up. "He's a nobody. Someone who knows how to work illusions and chemicals. His knowledge with the drug could have been useful, but after two nights ago, he's useless."

"Useless?" Fury questioned, raising his eyebrow to the spy, who showed pictures of a house, the inside was torn apart, like a home invasion gone wrong.

"After he had taken down Spider-girl, he had moved on to the house, residence to a family of someone he had killed prior. We're not sure why, perhaps he just wanted to hurt someone, perhaps he was already off his mind thanks to Pixie dust, but he had proceeded to drug and torture the family for several hours, we found pillows had been taped to the windows of the Aunt's room, where he must have done most of it to drown out any screaming, he killed one, but the survivor, Penny Parker-"

"Parker?" Fury said, almost in disbelief. Parker. That was a last name he hadn't heard in a while. A long, long while. Ten years nearly. Natasha looked to Fury with a ponder, but was quickly waved away and she returned back to the task at hand.

"She fought back. Got a needle connected to a bag of his pixie dust formula and shoved it into the valve of a custom made oxygen tank of his own making. He was breathing in his own formula for an hour before anyone realized what was wrong, and with a history of dust abuse and recent withdrawals. It broke him. He's, in every sense of the word. Useless."

"And the girl?"

"Hmm? She was sent to the hospital for several lacerations and the pixie dust in her system, her clothes were torn, and it was suspected he had planned on assaulting her when she had fought back." Natasha finished, nodding approvingly to the girl's action when she thought no one would notice, but Fury could only see the name. Parker. He knew a Parker. One of the best field agents he ever had before all the super heroes like Tony, Steve, Banner and more started cropping up like flies. Past six years have been... Hectic.

But ten years ago, he had called her to an assignment. It wasn't meant to be difficult. She, nor he, had expected Hydra to be there. Sarah Parker died that day. And he personally went to the home of her brother, Ben, and had to tell him that her daughter was now an orphan.. Penny Parker. And now she had lost both of her adoptive family? How much did one ordinary girl have to go though in life before it decided to give her a break.

"That's all. Dismissed. I'll have fresh assignments for you both in due time. Project Ultron is not too far away. And Project... Actually. Agent Romanov... Could you kindly contact Os-corp. I want an update from Mr Osborn as soon as possible. 

 

* * *

 

  _Fisk Tower._

The sound of a slap echoed though the room. Richard had been forced down to his knees, recovering from a punishing slap from his father. "I did my best. But their were too many variables. " The young man offered, but the boot slamming against his ribs and sending him rolling back told that it as enough of an offer.

"Dozens of hired thugs are in the raft. Several hundred dollars of weapons have been recovered by police. YOU lost... Two trucks. Each carrying two and a half million in them. Not to mention, two, government sanctioned trucks, gone. And the Spider-girl escaped, and her blood, is useless. Invested with, PIXIE DUST. YOU WERE DEFEATED BY A GIRL WITH PIXIE DUST IN HER SYSTEM!" Wilson Fisk walked after his son, grabbing him by the back of the head and picking the smaller boy up.

Wilson Fisk was big. But in moments like these, you truly understood that Wilson Fisk was bigger then any normal person. "Tell me why I shouldn't crush your head right here and now!" Fisk roared into his son's ear, and Richard thought about it. The answer.

He was the last reminder of Vanessa that Fisk would ever have. But he was sure just mentioning his mother would send his father into a rage, and Richard would be without a head. So instead, he acted like his father wanted him to act. Like a hired thug. "I'll double my efforts. I'll use my own money. I'll recover Spider-girl." Richard said, and Fisk dropped the boy, who buckled and landed on his knees.

"Norman told us that the Spider-girl was just some mutant that stole the spider. And destroyed it. He's gone on to other insects and vertebrates to manufacture the super solider serum. He said, that this new serum will never be like the Captain America serum, and as long as he can perfect it, it will be more. So no. The only thing you will do, is kill her if she gets in my way. Until then. You are to work for Sebastian Shaw."

Coughing, Richard looked up to his father, almost disgusted by the idea of working for the man his father had chosen. "The mutant! But-"

"NO. No buts. Shaw requires a human touch for some of his business deals. He has big plans for the future, and I plan to stay ahead of those plans. Work for him, with him. And maybe I'll put you somewhere else. Clearly, you still need to learn. And I will make sure, you do. Now go, I grow weary of failure." As Fisk spoke, he began to walk away towards his sleeping quarters, leaving Richard to recover his bruised ribs and ego.

He thought about it. The two nights ago. Where a young girl had come in, fully aware of the trap laid before her. And proceeded to fight despite looking like a mummy with injuries she had received over the day, a girl who perhaps saved his life in risking her own despite his attempt to kill her...

Yet also the girl that had ruined everything for him. He wasn't sure what to do about the spider. Listen to his father and ignore her being until she became a problem... Or deal with her now. "Until then... I have work to do.." He muttered, picking himself up and walking out the door. Sebastian Shaw...

"I hate mutants."

 

* * *

 

 

_Oscorp Tower._

 

"Osborn, I'm not sure I can... I've removed most of the metal fragments, but these indents. You're face is in ruins." The resident doctor, paid by the hour and highly suggested, put down his surgical tools and grabbed a mirror, showing it to Norman, so he could see his own reflection.

His face was a mix of torn flesh, slowly stitching itself back together, along with mixes of purple and green plating. His hand was much the same, his chest also.

Well, he could fix his chest, that could be done... _But that would ruin the whole look!_

"Ruins. Perfection. What's the difference." Norman said with a gleeful smile as he sat up from the table, pulling his shirt on and walking to the window that overlooked the city. "Tell me Doctor. About the other thing."

With a sigh, the doctor followed Norman, standing beside the man. "Well... Your cells are deteriorating. Yet... Rebuilding. It's strange and frankly, I don't think you will survive for long, not unless you can get the cells to reform faster then they die. Even then, the effects it's having on your mind.."The crunch of bone and glass smacking and breaking together cut off the doctor as Norman continued to smash their face in.

Dropping the lifeless corpse of the doctor that had just performed surgery on Norman, he looked out the window that overlooked the city, a mad grin ripe upon his face.  _"You know, you should have realized how mad I was when I asked you perform the surgery without an anesthesia. Dying are we... Am I. Well... Perhaps we can't finish Project America. But I can certainly use the serum... I will force it to heal me... And then I will show those who would dare go against me who is the pure. The best.. I. Norman Osborn... The  Green Goblin... Ooh, I like that. I suppose I should thank the Spider-girl... Not Yes... In time... I most certainly will."_ Stepping away from the window and the beaten corpse, Norman walked up to his buzzer and tapped it.

 _"Jer-_ Jerry. Can you call in a clean up... Yes... Another one. You know how I like it... _Hehe..._ " Stepping away, Norman stared at the wall that contained the broken and dismantled suit of armor he had decided to call, the Goblin armor. It was going to need some work. Some enhancements. He wasn't some Stark. No... If he was going to be the Green Goblin... Then it needed to look... Gobliny.

 

 

 

 

 

 

**Five Months later....**

**Notes for the Chapter:**

> Writing the last chapter, I had written it with the idea that this was how it was going, the idea that I knew what I wanted for this chapter, so here is hoping I was correct.
> 
> P.S.  
> Is it dedication when you use the Ps4 Spider-man game to look up a place where your character in a fan fic will be living? That's what I did. It's west of the police department, near the daily bugle. Also where the School for mutants would be better placed in central park, west of the museum in the baseball field. And the school, which is based on a real school, just changed, just to the right of central park, near the museum actually. 
> 
> In other news, wow was this chapter something to write. I know it might have done a bit dark near the start... Very dark. But it was this or cancer. And honestly, this shapes a person more almost. In some ways. Cancer could have as well but I went with this so... Yea. If anyone wants to complain, feel free to do so but while this isn't adult, I am writing this for people above the age of 16-17. Younger can read it of course, I try to avoid swearing and over detail of certain things but those things are not just gone. They are there. 
> 
> Anyway, hope you enjoy, I might take a break from this as I've been writing a chapter a week or so and this is very tiring. Also, Christmas.


	11. New home, new island, new suit, same old problems. Kinda.

**Summary for the Chapter:**

> Penny is finally ready to put herself back into the field as Spider-girl. She's also totes ready for school. Summer came and went and she is very ready for this... Right?

The rumble of a sewing machine filled the room, with Penny hard at work finalizing the finishing touches of her suit, one look at her face and you could tell just how giddy she was at the idea of finally being able to wear something that didn't look like pajamas.

While she was proud of her last suit, it had it's flaws. From being too tight or too loose in some areas, along with a plain color pallet of red gloves and boots, blue and red chest and what amounted to a red balaclava with see though glass, badly cut and badly inserted into the eye openings. This new one...

She loved the idea of it. And she was putting her final touches in before today really happened.

Which meant it was five o'clock in the morning and she could already hear Ash coming down the hallway to her room. No matter how much she tried to soundproof this room, somehow, he knew.

Throwing a blanket over her suit as the door opened, Penny spun on her chair and hid the machine, and the clothe behind her as she tiredly smiled up at Ashford. "Hey, sorry if the noise is bothering you."

"It isn't. At most it might bother Eddie, you've been on that thing ever since I got it for you huh?" Ashford said with a light smile, trying to look past her but giving up half way, he looked tired himself.

"What's up?" Penny decided to ask, if he wasn't being bothered by the noise, then she questioned why he was here. She could guess as to why, considering today, but she decided to let him speak. Guessing correctly so many times could only entertain a girl for so long.

"I thought I'd check up on you. Summer is over and that new school won't take excuses. Gretcher is still good to drive you down, and I need to go, eight am, be dressed, and look."

"Smart. Perhaps you should throw a shirt on yourself?" Penny finished for him, giving her cousin a smile. While not related by blood, Penny had grown to like Ashford and the people that lived in the apartment alongside them. After what happened to May...

"Mm. Do... Try to be quiet. Eddie doesn't get enough sleep as it is." Ashford warned, before finally closing the door, perhaps so he could rush back to his room to get dressed for his job.

Ashford, Eddie and Gretcher. There were three rooms in this apartment that were bedrooms, one bathroom and a lounge room that was connected to a kitchen. Penny still couldn't believe that she was living in midtown, in a high rise apartment.

It was supposedly cheap, that and Ashford had apparently saved the owner's life before, so that might explain how it was cheaper for a three bedroom apartment with a view of Os-corp and the Avengers tower.

Which came to Ashford. Penny had quickly learned that Ashford was a firefighter, despite his left arm which was apparently covered in burn scars from a accident, leaving it a little weak compared to his right arm, but still, he was determined to fight fires and save lives. A hero in his own way.

Gretcher was dating Ashford, and despite her name, she was actually a rather nice woman, if a little cold and distant emotionally. She seemed to look at the world as if it were a machine she had to work though, but Penny had noticed she had her moments where she was soft and kind. Which was why she must have made a good teacher, with how much Ashford complimented Gretcher to the others about her teaching skills.

Eddie, also known as Eddie Brock, was Ashford's friend, roommate previous to the two moving to this house so that Penny (And Gretcher, in some sense) could live with them and so that they could both live closer to where they worked. Eddie worked as a freelance photographer for the Daily Bugle, he had told Penny that he mostly took photo's of superheroes, which meant it could be dangerous, but his boss was looking for something new, so Eddie had been moved to general, normal news photos for the time being seeing as he couldn't 'capture what was desired by the public.' 

But she digressed. Left alone, she turned back to her sewing machine, a present from Ashford when Penny had her sixteenth birthday. It was suppose to go to her Aunt, Ashford had told her, but he had decided that May would have liked Penny to have it, and as it turns out, Penny really had needed it.

 

For the first month, Penny had rested. She had taken to her bed and hid from the world. In the second month, she put her mind to work. Engineering, study and art. She always liked drawing, even if she wasn't very good, but the past four months had certainly made her talent for art that much better, for she had been planning her ideas for her web shooters and ultimately, her suit.

In the third month, she started to get a sense of the city. She had gone back to her routes. A bag over her head along with a jumper and loose jeans. She tried to be as quiet as she could, only helping by using her web shooters to disarm thugs, and there were a lot of thugs, but mostly, it was getting use to swinging across the city. The buildings were much, much taller and more varied then Queens, and she could just jump and lunge everywhere, she actually needed to thwip about.

And that had resulted in a lot of skinned shins, face plants and a few... Pigeons. The poor, poor bastards. Also a lot of property damage, but she couldn't help it! How was she suppose to know those supports couldn't... Support her.

But by the fifth month, she had her bearings. She had finished her ideas, some of her designs, from her web shooters, to the webbing itself and her suit along with a few features that were rather annoying, but something she worked with. She had gotten what she could... Even if she would never admit it, Mysterio had an idea with the thermoplastic glass and she had implemented that into her suit with a chrome covering, but that invited another problem. She needed to somehow lessen the stimuli she received from her enhanced sight, she had decided to angle her eyes, giving them a crescent shape almost, but she could still improve that...

"Chemistry, physics, engineering and some biology with perhaps a side of IT. Those are my study areas I am going to be focusing alongside my duel life of a vigilante. Engineering will be extra nice when it comes to my designs, cause if we're being honest Pen, you could do better. Chemistry will be neat for the webbing formula, I could work on lengthening, or shortening the lifespan from two hours, along with stickiness levels." Penny muttered to herself as she set up her costume along her bed, from head to toe. 

"Engineering will be a hell of a lot nicer. The new web shooters are, in practice, good, but they could be better. Also that HUD system would be good, able to see when I'm low on web fluid will save time, but then, I did install that LED light for when that happens.." Penny explained to herself, taking a moment of silence to think about that before letting out a sigh. "I need friends... I need friends that know what I'm talking about... I need a friend I can tell that I'm Spider-girl... Ha. As if." 

With a sigh, Penny grabbed her web shooters and clipped them to her wrist. With a unique flick of her wrist, the triggers shot out from their compacted slot. The last web shooter had only two triggers, and they were touch sensitive, so she could never touch them without blowing some webbing when she didn't need it wasted. These, however, required a certain amount of pressure, so not only could a normal person not use them, but someone with too strong a grip pressing down on the triggers wouldn't achieve a result ether, but then, if someone like that had gotten a hold of her web shooters triggers... Then she had bigger problems.

"Okay, final test," Grabbing her pillow, Penny threw it towards her wall and fired a webbing shot at it, pinning the pillow to the wall.

"Web shooters basic function work, swing and zip webs." As she finished, Penny held onto the normal triggers and watched as a strand of webbing fired and she let go just as the web thumped into the pillow, catching the end of the strand just as it happened and keeping the line taut, "Reaction is better. I can't have a webbing be too slack because I could fall too low and crash into a car, but too taut and I won't go anywhere, so I need to get the formula of... Web slinging correct. Did I just make a new science? I feel like I did." Penny said with a little wiggle, knowing full well grapple hooks were a thing.. But they were not webs!

"Okay! Third test... Impact webs." Penny said with more glee then she had meant. Really, she loved the ingenious design. At first, she had thought of a much larger design to it, but, rather then that, she used the idea of the forth test to make her web shooters have interchanging spinnerets, along with a small storage compartment that contained the webbing fluid that would shape and form to the basic of the impact webs. 

Using her ring and index finger, Penny pushed into the trigger that rested on her upper right palm, upper left for her right hand, and heard the click of her web shooter moving. Letting out a breath, the girl aimed her wrist at the pillow and pressed into the trigger again.

Much like the normal web bullets, the blob of webbing fired from the device, but as soon as it made contact with the pillow, the orb of webbing exploded outwards into a capture like net, effectively wrapping around the pillow. "YE- Y.. Yes." Penny almost yelled, quieting her voice before she got her full excitement out. 

"Final test... Wrapping webs." Double tapping the base triggers to revert her web shooters to their default state, Penny lifted her ring finger away from the trigger, leaving her middle on it. "Based on literal, wrapping plastic, this webbing should, in theory, wrap around things with a wider spread then my other webs, and activated, by only pressing on the left side... of my web shooters." As she spoke, Penny did just that, pressing the right amount of psi into the web shooter. Having aimed it at the left side of the pillow, she moved to the right as the sheer amount of webbing wrapped around the pillow, catching upon the wall as she released the trigger. 

For two hours, that pillow was going to be stuck to the wall in every way imaginable... Well, she had more ideas. But they were just ideas, with no way to be implemented... Yet.  


"Sorry Pillow, but you know what they say... Grief, is a powerful motivator." Penny whispered to her fated dummy, but to herself mostly. This was her way of getting over her Aunt's death. Sleepless nights to fix and improve and think of new ways to help people as Spider-girl. Because she needed to be better. She needed more. And as soon as she was done with enrolling at the school... She was going to visit a certain Devil.

"Oh, sweet, the LED works." Penny pursed her lips at the sight of the blinking yellow light on her web shooter. She had made it so when the web fluid inside the web shooter ran low, the weight displacement would activate the LED light to signal that indeed, she needed to refill. Really, she needed to design these things so that the web shooter fitted to the outside of her suit, but for now, she had a plan. 

Grabbing a web fluid cartridge, Penny placed it into the slit of her web shooter and pushed it in, the old cartridge ejecting out the side of her web-shooter as the new one replaced it. Two small slits in her suit would allow her to do this with it on, but it was true the design would indeed work better on the outside of the suit. She just needed to blend it with the suit... Make it smaller... Hmm. Plastic? Something for later. 

"All done...Guess all that's left is to get ready and wait for Gretcher... Wish me luck.."

 

* * *

 

 

Having thrown on a training bra, Boy shorts along with loose jeans and a button up shirt with a jacket thrown over, Penny was pulling her shoes on as the elevator door opened and she passed by a couple entering, slinging the bag with her suit and... Other things over her shoulder as she jogged out the front door and eyed Gretcher in Ashford's car. She was quite easy to spot with her blue eyes and bluer hair. 

"Hey Gretcher. Thanks for driving me." Penny said as she threw her bag into the back seat and climbed into the passenger, the older woman giving Penny a calm smile in response. 

"It's fine Penny. I normally drop Ashford off and come back this way anyway. Well. He wanted it to be a surprise.." Gretcher said, sounding rather cryptic as she started up the car and got into the lane.

"Surprise?" 

"Hmh? Oh... Yes. It's a surprise. You'll see." Gretcher nodded, leaving Penny to slightly frown. Gretcher was a nice woman... Maybe a little hard to converse with... But really nice! 

A slow and long car ride compared to someone who had maybe tested how long it would take for a certain web slinger to get across Manhattan. Gretcher finally pulled up at the school May had decided Penny was going too. Otto's school for a Superior future. 

"I can't believe I'm here... I can't believe I'm here... Gretcher, can you pinch me." Penny asked as she stepped out of the car, a little surprised when Gretcher came around and actually pinched her. "Ow!" 

"You asked. Please follow." Gretcher simply said, waving the young girl to follow.

Licking her lips, Penny got her bag out and closed the door, hearing the click of the locks as she turned away from the car to follow Gretcher into the rather large school. 105th to 103rd street on Madison Ave. The two blocks were destroyed in the invasion nearly two years ago, including the school, during the 'cleanup.' Otto Octavius and Norman Osborn joined hands to restore the two blocks to turn them into the largest school in Manhattan. While Os-corp is just a funding part, Otto took charge of the school, and those who entered... 

Well, nice things were said. So were bad things. But that was on costs for facilities and supplies and general students who decided they didn't like... The other part of the school. As the only school close by to the Mutant mansion that had taken place across from the school, Otto extended a hand towards the Headmaster and said that his facility was open to the students and kids as long as Charles Xavier helped funded and the students did not bring harm to the 'ordinary' students of the school. 

There was a lot of backlash, but one year later, the school was still quite successful. To be here, in it's presence was... Something else...

"Are you going to come in, or are you going to keep staring." Gretcher's voice broke Penny out of her amazed haze and the young girl bowed in apology before following the woman deeper into the school. It was like a maze. A big, huge, wide maze of halls and rooms filled to the brim with class rooms and rooms in general. How much did it cost to just build this place, let alone keep it running..

"Penny, you stopped again." Gretcher said once more, looking to Penny who apologized once more. 

"Just... This is amazing." She commented, following Gretcher up a pair of stairs and into another hallway, into a room that led to another room. 

"Ah, Ms Foss. I see you... Right. You can leave. Ms Parker. Take a seat." A thickset man said, correcting the angle of a self portrait of his before walking towards his seat and taking it, looking towards Penny as Gretcher left the room, not even offering a word of encouragement...

Penny was pretty sure she needed one. That or a mute button. Kinda depended on what happened next really...

"Are you going to take a seat? I will not accept a deer, frozen in headlights." Mr Octavius said, grabbing out a folder and not really looking at Penny, but she finally got the message and came up to the desk, sitting opposite of the great scientist before her. 

"Sorry, sir, I'm Penny Parker-" 

"I know who you are. I do not get interested in a great many deal of students. I expect any student that comes here, no matter how smart or idiotic, will come out better then they did coming in. But a rare few students will reach a status that could be superior. Superior to the Stark name, Richards, Van Doom and my own. And you, Ms Parker, you I would have considered just another student, if the circumstances were different. Perhaps you would have surprised me... Perhaps even now, you won't." The man finished, placing down the folder and looking towards Penny, as she looked back, back straight and mouth almost gaping in a dumbfounded way, doing nothing for Otto's hope for her future, she was sure. 

Getting her senses, Penny smiled to Otto Octavius and did her best not to fan girl. "I don't think I understand, sir." Penny said, trying to be as formal as she could be while holding back her want to ask him about his study into robotics... Doing her best indeed.  

Mr Octavius simply frowned, and opened the folder. "May Parker called me a time ago. She spoke very highly of you, as most family do. What was important, was that you could be funded for this year. If that continues for next, we will see. But. Five months ago. She died. And I offer my sympathy, I've lost my loved ones before." The man said, and Penny found she needed to hold back a tear at the fresh reminder that while Penny was trying to save her Aunt from a disease and then save others, her Aunt was preparing the girls future rather then look after herself. 

"Then, you get recommendations from three people. A solider. One of my mutant teachers. And Norman Osborn... Well, not exactly Osborn in person. Nobody has seen him in public for the past five months, no one but his son and his board I suppose. But you know Harry Osborn, a student of mine that is sadly, taking after his father."

"I hope not." Penny quietly blurted out, catching the man by surprise, but as Penny took in his words, she found herself, just a little more confused. "Wait... Solider? Mutant? Osborn?" 

"Didn't you know? Ms Foss... Gretcher. Is a mutant. Volunteered from Xavier's school to teach here. Chemistry. Her and Ashford are excellent role models of a human, mutant relationship that works and he often comes in to help levitate tensions. And if you didn't know. He was a solider. Say's it's top secret, something about T.G.I. Fridays. I'm sure they had a reason not to tell you, you only starting living with them recently after a major tragedy. And Osborn.." Otto paused for a moment, taking a breath that seemed more to control his feelings then breath. Weird.  


"He apparently already knew you were coming here. Perhaps your Aunt wrote to him, she was fond of that. He said quite a number of nice things about you. Your mind, your loyalty and the fact that you're a smart, caring and normal girl that could do great things if she only put herself out there, to be more then just those things, that he was quite proud of you... He didn't even write for his own son, but then, I had no choice but to accept Harry."

"The point being is. You have a few connections, Ms Parker, big and small. And because of them, I have my eyes on you. I want great things from you. Now, what were you hoping to study?" 

Something Penny could answer, and not be confused about. Her cousin, the fire fighter, was a solider? His girlfriend, a mutant? Osborn... The psychotic Goblin? Proud of her? Make Eddie Brock an alien and this weird discovery would be complete. "Umm. Right, chemistry, physics, engineering and some biology with perhaps a side of IT." Penny answered, with Otto giving her another strange look. 

"Mr Narric wasn't lying when he said you were smart. Call me Dr Octavius. I supervise some Engineering, bio mechanics and chemistry. I'll have you personally join my classes for those subjects. Perhaps, young lady, you may yet become more superior then myself, and for the better. Class starts tomorrow. Try not to miss a single day. Ms Parker. With what you want to study... You will need every second. Thank you for your time, I was told you were making your own way home?" Dr Octavius said as he stood up, offering a hand to Penny, who returned it with a firm shake. 

"Yea. I like to keep fit." Penny said, letting go and waving goodbye, only to pause at the door, looking to the doctor. "I'd like to say, your study into neural interface and how it could make a huge progress when it comes to prosthetic inquiry's was an amazing read." Penny finally caved into her excitement, and for once, she got a rueful smile from the doctor. 

"Perhaps one day, you can help me make that paper a reality. But until then young lady. You have a good day." With that, Penny smiled to herself as she left the building, finding the confusing maze not as confusing as she followed the path she had taken in, leaving out the front soon enough.

Outside, Penny took a moment to giggle, biting her lower lip as she tried to contain her excitement. She... She was in. She spoke with a literal legend of the science world. And was told she could be better. She could be better. She had to tell someone... But first... It was time that Spider-girl got back into the city.

Walking away from the school, Penny found herself a quiet corner in an alleyway to start getting changed, an act she wanted to be quick, less someone finds the sixteen year old girl in nothing but her underwear.

Grabbing out her suit, Penny took a moment to look at it again. Rather then the five piece suit of gloves, boots, pants, shirt and mask, this suit was only three piece, a tight pants with attached boots, the shirt reached around her neck all the way to the attached gloves and the hem that would fit around the... Utility belt. She didn't have a choice, she needed a way to carry extra web fluid cartridges, she had six spares, three for each which could easily be clipped off the belt and inserted into the web shooters, each having their own fully stocked cartridge. And finally, the mask, pretty much the same as the last one, except it looked a whole lot better.

Throwing everything on, Penny threw her clothes into her bag and webbed it up high onto the alleyway wall, fully dressed, the girl made sure both web shooters were correctly positioned so she could shoot her webs, and refill when needed. When she was happy, she walked about to make sure the suit moved with her, finally stopping as she looked into the window of a building, her reflection clear to her.

From her shamefully tight spandex boots to her hips, the suit was a mix of mostly black with marine blue lines that swirled from her feet to around the outer side of her legs and all the way up to her hips, thin and not overly obvious, the lines just accented the black, which led to her spandex shirt of the suit. Black around her waist with a thin blue line that outlined her belt, and along her side to all over her back, the black cut off at her bellybutton, where a triangle of red rose across most of her chest and towards her neck and shoulders, saturated with webbing like lines of blue along with a black spider, it's body between her breasts, with the legs reaching across them and ending into the black void that touched her sides

Ultimately ending with the mask, purely red with blue lines matching the webbing like structure of the blue lines on her chest, the new eyes were nice, and did what they needed to, allowing her to see out of them and no one to see inside, along with being just a little darker tinted so that the light wasn't going to be in her eyes badly, enhanced as they were. It was her new suit. It felt... Unique. Oh she could most certainly improve it, but that was for later. It still carried the colors of a certain hero, but with enough black to make it different. Hers.

"Bit tight... But that might just be me." Penny said, taking a moment to hide her chest from herself. It felt... Revealing. Not overly so. But just enough. But she had worn it before and found she could perform acrobatically, and that was before she improved it to fit her better.

"Well, doesn't matter. Spider-girl is here Manhattan. Deal with it... But first. With all this talk of Mutants.. I kinda want to see the mansion myself." Penny said as she jumped up the wall and climbed to the roof, before running off the roof and firing a web towards a higher building, web slinging across and back towards The Superior school.

It was a good thing, she thought as she landed atop the tower of the school and jumped down and towards the abandoned museum that separated the two schools from each other. That she had made her web fluid cartridges to hold more web fluid, while also designing the web fluid to not use up as much as she once did, along with a tightening of the nozzle on her web shooter. So many pieces played a part to making it so she could use her web shooters for longer, but with how she needed to use them to move about more, she couldn't have them lasting an hour at best. She needed several hours of use out of the things before needing a refill.

 

* * *

 

 

Perching herself at the edge of the museum's roof, Penny looked to the school for Mutants. "Huh... Who'd think the school full of mutants would ever suddenly just appear in the middle of this park... I mean, I think Mutants are cool, I myself, am a mutate in my own way. But they also really helped with the whole invasion, getting a lot of recognition for it... Even if it shortly died out because people are... People.." Letting out a sigh, Penny smiled to herself as she scanned the mansion, kinda noticing something strange. Not the strangest thing.

But when a mansion looked more empty then this museum. Then something was weird. One was abandoned, the other was meant to be a literal school, shouldn't there be students about? Making the ground grow or something? Literally, they could terraform, and had terrformed the park around the school to better suit their needs.

"Hmh... Guess it must be quiet. Or maybe most of them are out, and inside... Hmm. Feels weird for some reason anyway.." With a hidden pout, the girl began to turn away, right until her Spider-sense tingled. It was for a moment, but it happened, and the girl found herself looking back to the school grounds.

Her Spider sense was trying to tell her something. It was like the entire front of her was causing a tingle. A misdirection. Firing a web towards the school, it seemed her senses were correct to assume something was wrong as the web got close and then suddenly vanished from sight. "Weird. Put the suit on for the first time and already I've encountered something weird. I think Felix rubbed off on me a lot more then I hoped." Penny quipped to herself. Felix. That was a name she hadn't thought about for a long time. The suit was bringing back bad memory's too huh.

Par for the course, she decided as she web zipped towards a tree till she was outside the barrier's location, her Spider-sense going off the charts, telling her that something wrong was right in front of her. "Into the unknown Pen.." She quietly said as she braced herself, jumping into and past the invisible barrier.

Just to find herself in the midst of a storm of battle. Mutants were on all sides, some clashing with each other, others throwing elemental attacks and the like at others. It was a war zone, happening right in the middle of Manhattan, and no one on the outside knew.

No one but her, who was currently staring at a red skinned teenager in edgy clothes who looked very pissed with the strand of webbing in her long black hair. "YOU! I'M GOING TO TEAR YOUR HAIR OUT SO YOU CAN KNOW HOW I FEEL!" The girl yelled bloody murder as she lunged towards Penny, her teeth sharpening to that of a sharks.

"Hey! Look, I definitely didn't mean to do that, okay?" Penny tried to explain as she cartwheeled with one hand away from the lunge, aiming her web shooters at the mutant once more as if threatening to blast her hair more, "It will melt in about two hours, okay, already made one person suffer before they realized it'd go away by itself. What's happening here?" Penny asked the slowly calming girl, upon realizing that her hair would be eventually, fine, the girl scoffed and looked to the rest of the battle.

"The hellfire club attacked. That bitch in the Lingerie and the jacket made the barrier so that no one else could come and help out, I was just about to see if I could leave, maybe get some help." The girl said, her teeth slowly sinking back into her gums till she had only her pearly whites. Staring at the demon looking mutant, Penny had to admit, she was really pretty when she wasn't trying to tear a throat out.

"Well, you got some help. Who should I not web up." Penny said, looking at the battle. She wasn't sure who she could fight without it being the wrong battle, but the girl seemed to have an idea. "Just tell them Euna sent you. Don't hurt the younger ones that attack you, a second telepathic is bending the will of the students, short guy in the yellow suit can be trusted, Logan, so can ice boy and the girl who fades though things. Like doors, the bi... Grrr.." Euna bit her tongue as Penny nodded to her, setting a plan in motion. "Call me Spider-girl. I'mma go and help now." 

Running into the midst of the battle, Penny realized she'd be at a bit of a disadvantage with no real structures that would allow her to move with her webs, besides the mansion and the odd tree, she was pretty much exposed in the middle of a battle she had suddenly found herself in. Worst first day, ever. But she had what none of these mutants had. Spider-sense.

Diving forward, Penny avoided a energy blast coming from her right, spinning in the air, Penny fired a web at the mutant's face, returning her attention back to the ground as she rolled forward and kept on the move, making way to the yellow suited, quite short man.

"Hey, claws!" Penny called, jumping near the man, only to find herself leaning back as he growled to the spandex wearing girl with a swipe of his rather dangerous claws. "Wait! Euna sent me!" Penny said, watching as the man paused and sniffed.

"Mmm. I can smell her on ya. Who the heck are you?" The man growled, looking quite impatient, and she couldn't blame him, she was in his way towards a bigger battle.

"Spider-girl. Just point me towards someone and I'll stop them." Penny declared, and got a small smirk from Logan.

"Alright. See the blonde? She's keeping the professor from helping, and the outside world from knowing. Distract her if you can." The man gave his order, and Penny saluted.

"On it!" With that, Penny webbed zipped towards the mansion, firing at one of the towers at an angle that allowed her to swing wide and around the tower to gather momentum till she was facing back to the battle, letting go of her web so that she was flying back into the battle, her eyes on the blonde who seemed to have her own security, watching for anyone coming from the ground.

As she got closer to the ground, Penny aimed her wrist at the telepathic and fired a strand, hitting her right in the chest and giving her quite the surprising fright, using the line to zip herself towards the mutant, Penny pulled herself towards the mutant and with fist, smacked the woman across the jaw as she landed where the mutant once stood.

Chances are, Penny was going to regret holding back, but now that she was here, Penny twisted to the mutants that had been Frost's personal guard and fired webbing strands at their feet, pulling, she tripped the mutants and then fired impact webbing's at them, encasing them in webs and repeating with two more mutants.

She had to be careful with the impact webbing, as the container that housed the web fluid directed to impact webs refilled at the rate of at least one impact shot per two minutes, and each web shooter could only fire at max three impact webs, and they also used up quite a bit of webbing, which was why she needed her web shooters and their cartridges to carry more web fluid and use less at the same time.

"Try my butt, that was easy." Penny smirked, about to jump away to go help more of the younger looking students from someone. Right till she found she was able to move. To think really. The white wearing woman who was on the ground suddenly vanished, and Penny knew instinctively that she had hit an illusion, as the woman sauntered up towards her from the opposite direction.

"That was close, but you're a little new if you think you can attack an telepath like that, I could hear you from a mile away..." The woman teased, gripping the paralyzed Penny by her chin with a rough, pinching grip. 

That moment soon went as a penetrating probe began to piece the base of Penny's skull. There was nothing there, nothing but the invisible power of the telepathic woman in front of Penny. "What... Are... You doing!" Penny said with a shrill voice, doing her best to try and escape from the pain, and finding no aid.

"Breaking into your mind dear. I can't have some vigilante that refers to herself as Spider-girl ruin our plan. But you could certainly help. Just let me, mold this mind.." The woman slowly said, and Penny found herself looking back to all kinds of movies and books she had seen and read when it came to this kind of thing.

Only, a brick wall didn't seem like it was going to cut it. "That's cute, but a brick wall won't stop me, It'll be quick if you just... What? What pendulum?" The woman said, confused, and Penny found her strength to look at the woman, blonde, dressed very inappropriately for a battle, the only thing she could think was what made the woman pause just then. Jokes and scientific formulas.

"Aren't you a little old to be dressed for a crappy Halloween party?"  Penny joked, only to get another wave of psychological pain go over her head, forcing the girl to her knees. "Jeez, not going... To take me out to dinner?" Penny painfully said with as much sarcasm as she could muster, seeing the woman looking very pissed with her. 

"Jokes, Formulas, grief. You're defense is amendable girl, but it won't last, and when I am done with you-" What she said was true, Penny could only think of so many ways to call Logan small and Blonde dumb, think only of so many scientific formulas to mix her thoughts with so that her telepathic foe had a hard time taking over, and Penny would run out.

Only, Penny wouldn't have to last. "Frost! I am going to eat your bloody ass!" Euna roared out as she lunged at Frost, who let go of Penny and turned to a diamond like state as Euna latched onto the woman with sharpened teeth and chitinous like claws and while the claws didn't seem to do anything, the shark like teeth were cracking and beginning to puncture the diamond like skin.

With no, psychological attacks happening to Penny, she stood up and aimed her web shooters at Frost, who had pulled off Euna and thrown her a few meters away. "Insolent Feral, you should have taken the deal." Frost stated, only to get encased in webbing from behind.

"Lady, as someone who's had their mind almost invaded by you, I can already tell you are terrible at deals." Penny called out as she fired two webbing lines into the back of Frost and with a twist of her foot, Penny pulled the diamond human off the ground and began to wildly spin her, letting go and sending Frost towards the mansion with a rather loud thud.

Jumping towards Euna, Penny helped the mutant up, only to be shrugged away. "Hey, I was just trying to help!"

"I saved your tight butt, you should be thanking me!" Euna growled, only to look down a bit, a hand going to the horn that rested on her forehead... How did Penny not notice that before, "But thanks. You're pretty good girl."

"Spider-girl."

"Spidy then, I am not calling you Spider-girl." Euna bit back, and Penny could only sigh as she looked back to the rest of the battle, she noticed that some of the students who had been fighting among each other were now fighting together, and recognized that they were mind controlled by that second telepathic mutant Euna had spoken about, but then. How did they escape? 

"Oh damn! The Professor!" Euna suddenly called out, and Penny looked to see an elderly bald man in a wheel chair stroll out of the mansion, a hand to his head, causing several of the obvious bad guys to recoil in pain or go completely still.

Until a certain not Diamond covered mutant came back into the scene, seemingly allowing the other mutants to recover from whatever mental attack they were undergoing. "Damn it... It doesn't matter, Shaw is taking out your precious X-men. And you won't be able to get help to them soon enough." The woman said, looking rather proud.

"You seem to have little faith in the abilities of my students and teachers Emma... It saddens me to see you still with the Hellfire club." The professor said, keeping his focus entirely on the woman as the two had their battle invisible to the rest, her ski returning with small puncture wounds where she had been bit. Penny only knew not to get close, but then, that was her Spider-sense talking. 

"Hey, what did she mean by a Shaw?" Penny asked, and with Euna only around to answer, the other teen shrugged herself, only to have a realizing look in her eyes as she turned towards the direction of the city. "Hell's kitchen. Professor said their was a omega level mutant there, so Jean, Scott and a few others went to see if they could get them here safely, but it must have been a trap... Crap, no one can get there fast enou-"

"I can get there in a minute." Penny interrupted, looking to a nearby tree and deciding she could use that to zip herself closer to the museum, from there, she'd just need to web sling to Hell's kitchen and look for the mess of mutants.

"Then take me with you! I can smell them out, in case they have another telepathic mutant making an invisible barrier." Euna said, grabbing a hold of Penny, who looked to the girl with a hidden frown.

"Umm. I'm not sure I ca-" Penny tried saying right as Euna spun the girl and then hopped onto her back, effectively riding piggy back. "Really?"

"I'm not heavy am I? Now giddy up, your minute starts now." Euna barked, and Penny found herself realizing something. She wasn't heavy. Well, she was, with that kind of chest, but she wasn't heavy enough to deter Penny, with her enhanced strength as it is.

"Eugh, fine, hold on tight." Penny said as she began to ran, not trusting the added weight to work well with a web zip to a tree.

"Oh, baby, trust me, I am, you got a seriously nice figure, what's your secret? Diet? Working out? Both?" Euna asked, and Penny could almost hear the grin on the mutant's lip as Penny decidedly chose to ignore her as she jumped up to the museum, using it to get closer to the city to begin web slinging. While it at first, was a struggle to compensate for the added weight, the girl soon found herself easily flying across the city. 

Arriving at Hell's kitchen, Penny landed on a roof as Euna hopped off, taking a moment to catch her breath, "You were not wrong. We got here fast, how did you know?" Asking, Euna walked up to the edge of the roof and looked down, sniffing at the air.

"I decided to test how long it would take me to get from one side of the city to the other. Took me four minutes, including a refill of web fluid." Penny answered, getting a dumbfounded look from Euna, only for her to chuckle at Penny.

"Wow. Hey, would you be the same Spidy from Queens? Rouge said something about wanting to check you out, but it seems you're not a mutant." Euna said, and Penny looked to her with almost a shocked gasp, but she was able to keep the gasp down.

"How do you know I'm not a mutant?" Penny said almost defensively. She wasn't, not exactly, but still!

"The Professor just knows. Otherwise I'm pretty sure you would have been in that school when the Hellfire club raided us. Stupid... Wait. I can smell Jeans Perfume. Just a fragrance of it.. I can smell beast more. All that hair, ugh. Down there, that building." Euna said, pinching her nose in an exaggerated manner.

Frowning, Penny scratched at the back of her neck, trying to remove a itch of her hair pressed against the back of her skin. "This is weird. The direct attack on the mansion, now this strike team to lull out some members. This is ether really random, or they're planning something.." Penny said aloud, hoping for some input from the red skinned mutant.

"Eh, Hellfire club are a bunch of asses. I'm a little new myself to the X-men and the school, for someone with my complexion, you think I would have been found earlier.. But... Eh, anyway, can we get down there?" Euna asked, offering nothing that Penny wanted, but Penny complied to the girl, grabbing her by the waist suddenly and jumping down from the roof, using a web to slow their descent till the two were on the ground.

Euna pressed up to Penny however as Penny tried to step away from the mutant, giving an almost evil grin as she did. "Ooh, I'd say take me out to dinner the next time you grab me like that, but I kinda want to go again.." She cooed, causing Penny to flush and huff as she pushed the girl away.

"Get serious! Where are they?" Penny asked, getting pointed towards a rather decrepit and decaying building. The two teens entered and already the two could hear the sounds of conflict below them. "Downstairs." 

"No shite Sherlock. Come on!" Euna yelled, racing ahead.

"Hey! Wait." Penny called after her, easily catching up to the mutant and causing them to look rather shocked. "You can't just rush in."

"You're a fast spider. Are you sure you're not a mutant? Some sort of secret, unable to be detected by telepathic mutants, mutant?" Euna mused, jogging ahead as Penny made an effort to follow in the most spider like fashion, wall crawling and lots of jumping. If anything, she at least got a work out.

"Nah. Got bit by a one of a kind, genetically altered Spider, pretty sure it's venom was dramatically changed by the serum or whatever that is just changed me on such a huge genetic scale compared to how it could affect anyone if the serum was pulled from the spider and actually synthesized for human use." Penny explained, telling the mutant the idea, the ultimate final conclusion she had come too when it came to all that Serum talk with Osborn and the Rose. And feeling a whole lot better that she was able to tell someone that.

There was no harm in telling a mutant she'd most likely never see again such a thing, right? "Huh. So you're a mutate. Neat."

"Mutate?"

"Yea, genetically altered beings. Mutants like me have this gene that makes us different to humans. It's how I can grow claws and my teeth out, among other things. You, like I assume the big green guy in that Avengers team are mutates.. Still neat. And still not as liked as us really. Public opinion is never nice."

"Yea? I can't say I know what you mean. Then again, this is my first day in Manhattan. Well, first day with the suit on." Penny responded as they got closer to stairs that led downstairs. "Okay, go a bit slow. We... Or just rush on ahead." Penny watched as Euna made no attempt to listen and just jumped down the stairs, landing and running ahead.

Hopping down herself, Penny noted the roof was just tall enough that she could use her webs to maneuver as she followed towards the sounds of battle, watching a blur of black hair enter into one room and following, only to find another battle.

Euna, who had waited by the door grabbed a hold of Penny's arm and pulled her close, bringing her mouth to the girls ear. "See the uniformed ones? Cyclops, Beast, Nightcrawler. Beast is the furry one. Assholes are Shaw, Saber tooth and someone I.. Don't know. Jean's missing, easy to spot, long red hair. Blonde kid that smells scared, no clue. Might actually be a Omega mutant here." Euna explained while the two went unnoticed for the time being.

"Got it, good guys wear the weird suits, bad guys look like normal... Ish people."

"Weird suits my ass, I'll wear one and make it work.Compared to what you're wearing anyway" Euna declared, right before she made her presence known by literally creating, catching and then throwing a bolt of lightning right at the one she had named Shaw.

Only the literal boom of Ionized air and power gave way to the fact that it was happening but it was enough of a warning for the seasoned professionals to react. "No! He can adsorb energy!" Cyclops called out, reaching a hand out to stop the impossible as Shaw reached his own hand out and drew in the energy towards himself, seemingly glowing with power because of it.

"Thanks child... Now stop bothering us." With the very same hand, a ball of energy would form and shaped to a spear like shape, fired from his hand at a lighting speed that no one could react too. Little of all Euna who was speared in the stomach, being thrown back into a wall with a bloody mess.

A chorus of no's came from the X-men, joined by Penny who found herself joining them. "Euna!" She yelled out, staring at the blanket of black hair that hung down over her head, her horn parting it like a curtain to show red, skin, blood, Penny couldn't tell.

All she could tell was that she was zipping towards Shaw before she could think about it. "Oh, another bug to squish." Shaw said with a menace, aiming to Penny with another of those bolts. But she had something no one else did. Spider sense. Aiming a hand to the right, Penny quickly fired a web that pulled her just to the right as the bolt of energy came towards her, blasting the wall behind her with a rather surprised look coming from him.

More surprised when she fired a web at his chest, using it to pull herself towards him with a heavy punch to the jaw. "Ow! What are you made of?" Penny asked, shaking her fist as the man stared down at her with an evil grin.

"As tough as I need to be, thanks for the meal, quite the kinetic energy you got there." The man said before delivering a punch of his own while Penny was in the midst of of cradling her own fist, she knew it was coming, and made a move to dodge it, but his fist never reached her, his energy fist struck her first, sending her reeling back with a rather sore jaw.

"He can adsorb any kind of energy, it's no use attacking him!" Cyclops called out to Penny, before meeting an energy blast with his own laser. Beast and night crawler were both focused on the one called Saber tooth, who was attacking out of pure ruthlessness, enough so that the two barely had a chance to catch up with him.

Looking back to Euna, Penny was surprised to see the red skinned girl standing, a large hole now stood in place of the fabric of her shirt, her stomach shown, but beside a bit of dried blood, her skin seemed oddly... Healthy. As if she hadn't been speared by a bolt of energy. "If I was an idiot I'd be tearing into Shaw with my teeth. Spidy, check on the kid. I'll go beat up a beast I can touch." Euna said, sounding more authoritative and mature then she had the entire time Penny had known the mutant.

"Go-got it." Penny called out to the girl as Euna raced towards Saber tooth, lunging herself at the furry man, looking as feral as her foe, but it seemed Night crawler and Beast appreciated the help. Looking to the blonde kid, Penny webbed over towards him, giving him a bit of a scare.

"Stay away!" Hands thrust at her, Penny flinched, expecting some kind of laser, but when she wasn't hurt, she showed her own hands towards the mutant.

"Hey, I'm a friend, call me Spider-girl. I'm... I guess, with the X-men." Penny tried to explain, but the kid just looked more frightened, crawling away from the girl with no luck.

"NO! I... I'm not a mutant. I can't be." He whined, quite clearly not mentally okay with what was happening. Fights, the idea of being a mutant in a world that really didn't like mutants. Fair enough. So. Penny grabbed at the neck of her mask and rose it so that he could see her lips. Human skin. Hopefully a sight that'd calm him.

"Look, I'm not a mutant myself. I just have powers... What's your name?" Penny asked, seeing that her words seemed to reach the boy now, the sound of lasers and energy clashing together, the sound of fighting, grunts and roars, they all did nothing to help them, but with his focus on her. He seemed to have found the strength to speak. "Josh.. Josh Foley.. They came here for me... And the lady."

"Lady?" Penny asked, remembering that Euna had said a Jean, yet, when she looked to all the mutants here, Jean wasn't around. There was no other lady here, beside herself.

"That guy, he made a portal and captured her. For some reason, no one attacked him. I can't... I'll be fine. She was nice... She comforted me without words. Help her..." The boy said, begged almost, and Penny fought back the urge to grab him, get him out of this place and then come back.

"Okay, stay hidden.. I guess. We'll be back." Penny said as she pulled her mask back down her suit and checked her web shooters. Despite one of them lighting up, Penny quickly lifted her shirt and grabbed two cartridges, pressing them into the small slits and hearing the click of the old ones getting ejected out.

Refreshed, Penny jumped and fired a web to the roof, using the momentum to swing herself across the small battle field towards the hiding weasel. Who, upon noticing Penny, looked as if he was about to speak, only to get two impact webbing's right into the chest.

Being shot backwards into a wall, the man found himself webbed up and stuck as Penny landed atop him, like a Spider. "Sup. I heard you make portals that trap people, let out the woman." Penny said, getting really close to the mans face, but he only smiled.

"I'll hold onto the telepath as long as I like. She will be ours, and then the mutants will never stop us." He said smugly, and Penny frowned under her mask... She needed some way to... Oh.

"Hmh. You know... I could make a deal, but I am getting awfully hungry." Penny murmured, holding back the feeling to gag she had as she leaned in towards the mans neck, hearing the gulp he took.

"Wha-What does that mean! Tell me!" The man ordered, and Penny almost laughed, but she kept it in as she leaned back.

"Don't you know? I'm a Spider, and your a fly caught in my web... See, I don't really care about this lady... I just feel.. Really.... Really hungry... And the more I smell you... The more I want to slurp out your insides.. Hold still will you.." Penny purred, a gloved hand going to his neck, and digging in as he began to squirm.

"WAIT! Wait, please... Please don't eat me." The man begged, and Penny really had to hold back the snort. Someone's life was at stake here! She could laugh later.

"Well... You could release the woman. Jean... I might just eat her... Need me to help... Or you good. Might want to be quick... I can only.. Wait.. So.. Long.." Penny said slowly and with a sing song like voice, watching as the mutant nodded.

"Yea, okay, fine...Umm... Give me a bit. I need to focus.." The man said, closing his eyes. To encourage him, Penny jabbed her fingers harder into his neck, and with a yelp, a portal suddenly opened up and out stepped a very pissed looking red head.

"There! I did it. Don't eat me!" The man begged, and Penny couldn't stop, she began laughing, leaning away from the man as her laughter echoed, most of the others looking towards the three now.

"You're a huge idiot." Penny said in between breaths as she webbed up the man's mouth, before looking to Jean. "I'm a friend. You want to deal with that?" Penny asked, and with a nod, Jean held her hands out.

Saber tooth suddenly stopped, enthralled, and Shaw looked away from Cyclops towards Jean, cursing at the sight of her. "What? You're not suppose to be able to escape."

"I was let out Shaw. Give up.." Jean said, walking towards him, Penny crawled along the roof after her, and with Saber tooth done, everyone was surrounding Shaw, he had no way to escape, but they had no way of attacking him... Well, expect for the telepathic woman under Penny.

"You heard her dude. I'd give up in your shoes." Penny said, smiling at this strangely won victory. She literally wasn't meant to be here, but she was now. And she helped!

"Well, little bug, a good thing you're not in my shoes." Shaw said as he brought his hands to his side, his skin starting to glow with power, so much so that even Jean looked worried.

"Everyone! By me!" She called, bringing her own hands up, Penny dropped down beside Euna as they gathered around Jean, just in time as Shaw exploded in a shower of hot energy, her eyes burning from the light for a few seconds.

When everything settled, the roof had collapsed around them, with Jean holding up the rubble with telekinetic powers, it was the only explanation with how she looked like she was holding up the rubble. "This is quite the predicament." Beast said, frowning. "Jean, could you."

"Yea, give me a moment.." The woman replied as she lifted the rest of the rubble away from them, giving everyone a clear exit. "Sweet.. So, that was awesome, huh?" Penny said, getting looks from each of the X-men, besides Euna, who simply smiled at the girl.

"Hell yea!"

 

* * *

 

 

"Thank you for your assistance... Spider-girl." Cyclops looked down to Penny, who held her hand out towards the man and, shaking his hand when he returned it.

"It was nothing. Truly, if I didn't decide I wanted to check out the Mansion, I wouldn't even be here. Total accident." Penny admitted, but he just smiled before looking to the others.

"We got it from here. Good luck Spider-girl... Now where is Euna.." The man said, moving towards the arriving jet..

"So cool.." Penny muttered, scratching at the back of her neck again. Seriously, hair and spandex were not playing nice with her neck. She needed to get in there. Actually, she was pretty hungry anyway. Daredevil could wait... Another day. She was going to grab a snack and head home.

Jumping away, Penny web slinged around a block away before the itching in the back of her neck was getting far too irritating for her to wait and find her bag. Dropping into an Alleyway, Penny took a moment to make sure no one was around before sitting down, the mask coming off and her neck getting that glorious itch it needed.

"Seriously... Maybe I need a hair cut.. Ooh. I bet I could rock a pixie cut... Or.. I don't know. Something short, I keep getting mask hair with all thick my hair is." Penny grumbled, before looking up to the sky... She came out of that with maybe a headache and a possible forming bruise on her Jaw. Not bad for something that just suddenly happened.

"Seriously. That is some bad luck to run into an X-men problem on my first day. Okay, second day will be the true first day for Spider-girl! I'll go web up some robbers. Help a lady cross the street. Something simple, easy... Why is my Spider-sense going off?" Penny asked herself that last part quietly. She couldn't hear anything... She was pretty sure she wasn't being attacked... Was she going to be pooped on?

Stepping away from her little corner, Penny frowned up at the sky, but it wasn't coming from the sky, it was coming from the side, and it was no longer buzzing. Deciding that it must have been some kind of fluke, Penny grabbed her mask and was about to put it back on, till she looked to the side as she did. Coming face to face with a face.

A red skinned face, purple eyes, sharp, beautiful features and a horn parting the fringe of black hair off to the side of her temple. "Euna?"

"Holy shit. I knew if I followed your smell I'd find you. Damn, you got a nice face to match the body. Why hide it? I thought you had like... I don't know. Eight eyes or something, or mandibles... Wait, show me your teeth!" Euna demanded, walking up close to the stunned Penny.

"No no no no no no no no no no no no no no no. You can't see my face. You're not allowed... Why were you following me?" Penny hoarsely whispered, too stunned, too panicked to really think this over, to think this...

"Eh? I don't know. Guess I was curious... So, the infamous Spidy is an admittingly, cute teen... Neat."

**Notes for the Chapter:**

> So, this might take a bit longer to write then all my other chapters, since I decided to take a bit of a break from writing after the last chapter. Honestly, it was very tiring and I just wanted to take a moment to myself. Also, been trying to figure how to best describe this new suit, and I will, but I'll also describe it in the P.S in case people get confused. Trust me, trying to realism a fictional device and suit is hard.
> 
> P.S.  
> Spandex boots to her hips, the suit was a mix of mostly black with marine blue lines that swirled from her feet to around the outer side of her legs and all the way up to her hips, thin and not overly obvious, the lines just accented the black, which led to her spandex shirt of the suit. Black around her waist with a thin blue line that outlined her belt, and along her side to all over her back, the black cut off at her bellybutton, where a triangle of red rose across most of her chest and towards her neck and shoulders, saturated with webbing like lines of blue along with a black spider, it's body between her breasts, with the legs reaching across them and ending into the black void that touched her sides.
> 
> Ultimately ending with the mask, purely red with blue lines matching the webbing like structure of the blue lines on her chest, the new eyes were nice, and did what they needed to, allowing her to see out of them and no one to see inside, along with being just a little darker tinted so that the light wasn't going to be in her eyes badly, enhanced as they were. It was her new suit. It felt... Unique. Oh she could most certainly improve it, but that was for later. It still carried the colors of a certain hero, but with enough black to make it different. Hers. 
> 
> I hope people get the picture I am trying to explain... I also hope it looks nice in mind. I took some Inspiration from the Actual Spider-girl, Mayday Parker, along with two days worth of looking up custom made spider-man suits and lot of thinking about it. Maybe I should have stuck to the red and blue. Might go back to it if it honestly is too hard for people to imagine themselves. If I could draw, I would do my best to draw it for you. Trust me.
> 
>  
> 
> PP.P.S. So, Christmas came around, birthday too, plus I was tired after writing those first ten chapters. I went a bit crazy with this one. Very long, but it might be short on quality. I hope that isn't the case, but if it is, I do apologize. Anyway. Hope you enjoy, sorry for taking my time and yes, Euna is a original character. So is Gretcher and Ashford. Wanted to add a little more to this Spider. And I will try not to just make this a story about Penny and Original made friends.


	12. Spider games.

**Summary for the Chapter:**

> Penny adapts to the city with a predator of a friend and a slew of new people to deal with.

"Soooooooooooooo... It was a total accident." Euna asked, legs up against the wall, head hanging upside down off the bed and her long black hair sprawled all over the ground. Penny had brought Euna home, leaving a mildly surprised Eddie, who had gotten home early, but Penny just said that she was a friend and rushed the mutant girl into her room.

"Yea.. Old bully shoved me into a science room with my key card and bam. I broke a case and got bit by a genetically altered spider that altered my own genes to... Well, that of a spider. Proportional speed and strength of a spider you could say, along with wall crawling, and a spidy sense." Penny explained. She didn't have much of a choice. After Euna had somehow followed the young girl by smell alone, Penny nearly had a melt down.

But Euna was being so uncaring about it that eventually Penny managed to get changed and dragged the girl to home. To keep her? Penny wasn't sure what she wanted to do. "You can't tell anyone. Please."

"Why not? What is so bad about having your name and face known? You'd be a actual hero, not a vigilante." Euna questioned, twisting about till she was sitting on the edge of the bed, leaning towards Penny as the young girl sighed into a hand.

"Because when people know my identity they die. Or kill people close to me. My uncle died, because he found out and went looking for me. My Aunt died, because someone knew who I was, because I was too emotional. I can't let that happen to Ash, to anyone else." Penny said, doing her best not to yell, to scream. Eddie was here after all. If that wasn't the case...

"Sorry.. Okay, yea. I mean. Plenty of people know who the Avengers are. But then, not only are they powerful, they got each other. To attack one is to attack all of them, same case with the X-men, even those vigs, the bulletproof guy and the devil, they all got their posse, those that they rely on, so, not the same. Huh. I guess there is a reason why vigilantes wear masks." Euna pondered to herself, swinging her legs and somehow annoying Penny with how casual she was being about this.

"Look! Just... Please. Don't tell anyone. Even your... X-men... Is there a word for all the mutants?" Penny said, slowly at the end, hoping she didn't just offend every mutant alive.

"Friends.. If I was. People? I don't know. Only one I really like is Logan. He gets me. Then again, he's my tutor you could say. And sure, I won't." Euna said with a shrug, leaving Penny to wonder herself. Who was Euna? Who was this demon looking mutant sitting on her bed?

"Hey... So... Now you know my backstory.. What about yourself?" Penny asked, kicking at her feet and looking to the ground, getting a chuckle from the mutant as a result.

"My story. Yea, no. Well... I'll give ya a short version. I joined the school for mutants. Small buff guy realizes that we share some qualities. Easy to anger, beastly like nature. Claws. Offers to give me personal lessons... Actually. He's real good. I don't attack people for looking at me weird now. He'd like you I reckon. Oh, b.t.w. I wouldn't take the mask off near him as well. He'd know you by smell, and unless you can change your smell, well.." Euna let it linger, the realization hitting Penny hard.

Anyone who could smell well, could tell her and Spider-girl were one in the same if the encounters were close. Good to know. "What are your abilities anyway? I saw so many things coming from you, it got a little crazy." Penny asked, a little curious. Mutants were always interesting in that, their whole thing of being a mutant, the powers.

"Oh, hell yea. Okay, so. I got an enhanced regeneration, I can grow those claws from my skin, they act like gloves almost, but the bone is attached to my skin in a way, so it can hurt. My teeth too can change and shift, actually, my teeth are razor sharp and super strong, Diamond doesn't stand a chance, hell, I bet I could dent Vibranium. And the lighting... Not sure.. I generate lighting and can throw it. Just.. Always been a thing I had. I'm a predator in all senses... Oh yea, enhanced smell. Not hearing however. Just smell." Euna explained with a smile on her face, seeming to actually really enjoy the idea of explaining her abilities, and in all honesty..

"That's cool." Penny admitted, before looking to her suit... "You know. I built my web shooters. Suit and everything myself.."

"Really? Damn, you must be hella smart to do that... And skilled. It's a nice suit... Mm, real nice." Euna lightly growled out those last words, causing Penny to be unsure if she should hide her suit or hide herself while in the suit.

"You have no inhibition do you?" Penny pouted, crossing her arms at the mutant as she laughed, lying back into the bed.

"What can I say, I had no mommy to tell me to watch my tongue." Euna said as she poked her tongue out at Penny, before settling down, closing her eyes and breathing for a moment. A moment of silence, one that didn't last.

"So, you know Gretcher. I didn't think about that. The school. Any of the students can go.. But people don't really like the sight of me, mostly when I have clothes on, the jaws I have dropped.." Euna began, only to get slammed back with a pillow to the face.

"You're like, seventeen. Have you no respect!" Penny said, holding back the red burn in her cheeks. She didn't want to hear about that, she already dealt with one pervert of a man, now it was a red pervert of a girl. Seriously, what was with the color red?

"Yur Adforable." Euna mumbled though the pillow, before throwing it away and laughing again. "I need to take you out. The parties I get into are wild. You could do with letting a screw loose." Euna smiled, before finally getting off Penny's bed, and walking to the door. "I should get back. Scott is going to shoot my ass off with how late it is. But hey... Maybe we'll see each other again. I wouldn't mind seeing you again indeed." Euna left with a wink, leaving Penny alone in her room.

Collapsing onto her bed, Penny tried to suffocate herself with the pillow to forget that today happened. Mutants, a war, now one of them knows her name, and she's the most crude woman Penny has ever had the not pleasure of meeting.

"Sleep... Just... Take me.." Penny said, curling up into the pillow. She had a few days till she would be starting school. So she had time to get out there and actually introduce herself to the city as a hero... Well, vigilante.. But really, vigilante was just another word for hero, wasn't it?

 

* * *

 

 "Thanks for this Gretcher, but... Why did you want to talk to me?"

"It's about Euna." Gretcher answered right away, leaving the two in silence except for the soft snip of scissors.

"Ah, okay, yea, that's fair... But umm. Should we talk right now?" Penny asked, wincing as a lock of her hair was snipped away.

"Yes. Jane and Mary do not mind." Gretcher answered once more, with a approving hum from the hair dressers, in the morning, Gretcher had asked that Penny join her for a girl talk. And Penny had asked if they could also get to a hairdressers. It seemed Gretcher had decided to combine the two rather then waste time. Just like Gretcher.

"If this is about her being over, I can explain-" Penny tried to talk first, not wanting Gretcher to ask any questions that Penny couldn't answer, but a hand rising silenced Penny. Gretcher was quiet, straightforward and sometimes a little hard to speak too, but she also demanded a respect sometimes. Now was such a time.

"I do not disapprove of this friendship. The girl told me all I need to know." Gretcher said, leaving Penny surprised.

"Di... Did she? What... Did she tell you?" Penny asked, trying to keep the worry out of her voice, but it seems Gretcher caught some of it, if the pure dark blue eyes glancing to Penny said anything.

"Just that you got lost, and she kept you from getting into a... Never mind. Penny. Mutants are dangerous. Not just because they can do things, but because they attract danger to them... And Euna is someone who attracts quite a bit of attention. Promise me you will be careful." Gretcher finished, leaning back into her seat and letting out a pleasured sigh as the one called Jane began to pour water into her hair, yet somehow, Gretcher seemed to just remain dry.

"Yea... Yea, I promise." Penny said, fingers quite crossed and her smile quite glad. Seems Euna was a girl of her word to not tell anyone.

"Besides. It seems you're a good influence on her. I try to encourage all students at the mansion to join Octavius's school, and Euna... I was quite surprised to see her want to join." Gretcher finished, smiling to herself, and leaving Penny to frown.

"Wait. What?"

 

Walking out of the hairdressers, M&J's cutters. Acute name, Penny patted her bobby short hair. From below her shoulders, to just above her neck, along with a fringe that just reached her eyebrows, Penny had turned her hair into a pixie cut.. Something she never thought she'd go with, but she needed it honestly. Her long hair was just getting in the way of the suit. "Thanks again, Gretcher," Penny said to the woman as she walked to the car, making her pause as she looked back to Penny.

"Well... Thank you. For not overreacting to the news that I was a mutant. It's nice to know so many accepting people in a city full of people that don't.." Gretcher spoke softly, before turning back to the car, unlocking it and sliding in, "Are you sure you don't want to come with me? It's quite a long walk."

"I'll be good, need to know my way around eventually." Penny said, waving off the woman as she accepted Penny's want with a sigh and drove off, leaving the girl to her plans, no mutants. No bigger plot. Just a suit, and hopefully, some people to beat up.

 

Finding a rather discreet alleyway, Penny got changed and webbed her bag and clothes to a dumpster. She had two hours. That was enough time to go around and find some crime. This was new York, crime was like, it's focus point.

And when you could swing across the city like her? You saw everything, somehow, it felt right, to be in the sky like this, not like Queens where buildings were lower to the ground, here in New York, where they towered, she was at home, a Spider in her city.

She heard the siren of a squad car before she saw it, mid swing, she turned and let go of her web to glide though the sky, catching sight of a car chase on going. "If they keep driving like that, someone is going to be hurt!" Penny fumed as she dived downwards, the wind brushing at her suit just before she fired a webbing and caught herself. If she was human, she was quite sure that act would have broken her arm. Torn it off if she wasn't lucky. She could feel her arm jolt even with her enhanced body.

Quickly catching up to the two cars, Penny frowned as she thought about how to stop this. She couldn't just web up the tires, the car could spin out and crash into the sidewalk, and the people on said sidewalk. She wasn't confident in her ability to catch it and stop it with her bare hands as well... But...

Swinging low to the ground, Penny curled up so that her feet didn't collide with the road before using the momentum to jump up on top of the runaway car. "Boys, ladies. Stupid people. Stop the car!" Penny said as she held onto the roof, poking her head down at the open window to see two very surprised people in balaclavas, along with a bag of jewelry in the back, "Oh. That makes sense. One moment!" Penny said with a hidden smile as she pulled back onto the roof.

"Who the hell is that?" She heard of the thugs call out, quite distressed at the idea of the spider being on their roof.

"I don't know, get the gun!" The second one roared, and Penny found she needed to move faster, crawling with care to the side of the car, Penny opened the door and swung in, firing a web at the open door to slam it shut and causing the two thugs in the front to let out surprised yelps. "The hell!"

"Spider-girl, pleasure to meet you both, now, stop the car, please?" Penny asked, raising an eyebrow and for some reason, wishing her mask's eyes would do the same, but rather then oblige to her wishes, the one who wasn't driving pulled out a gun and started aiming it towards the Spider dressed girl.

"Fine, the fun way." Penny declared as she grabbed the barrel of the gun and ripped it from the mans hand, throwing it aside before webbing his face and then webbing the drivers hands to the wheel, Penny grabbed the bag of jewels and aimed another threatening web shot at the mans face. "Stop the car, or be blind. Your choice!" Penny threatened, not willing to actually go though with it, but hoping it worked, and it did.

"Okay, fine, crap." The man muttered as he slowed the car, his foot on the breaks, which was suddenly webbed up as well, both of his feet so that he wouldn't be moving.

"Thanks. Maybe next time, don't steal." Penny said with a smirk, before opening the door and jumping out, only to hear the click of safeties as several guns were aimed in her direction. "Oh, sup?"

"Put the bag down, your hands up!" One of the officers called, and Penny complied with the first part, dumping the bag on the ground, "Hands!"

"Hey, I just stopped those guys! You should be thanking me." Penny retorted, only to get a more threatening gun wave from the officers.

"Vigilantes don't get special treatment, you should have let us handle it." The officer finally stated, and Penny could only sigh, a hand raising in surrender, her fingers just above the trigger.

"Fine, fine. Lesson learned. Don't stick around." Penny said, firing a web and pulling on it, zipping herself up and flinching at the trigger happy fire of bullets following after her, kicking off the window of the building she landed on, Penny fired another web and began to swing away from the crime. "Really! I stopped a crime and they shot at me!" Feeling... Betrayed? She decided to just huff her anger away and keep on moving forwards. That was just one crime, she still had a bunch more to stop.

 

* * *

 

 

An hour and a half later, Penny stopped two people from beating up an homeless guy, three from selling drugs, and that was separately. Despite how much the news would tell you about the bad affects of pixie dust, people just seemed to keep going too it...

And she knew who sold it... Well, no one knew who the Kingpin was, but a leak from sadly now dead news reporter Dan Bertoli told tale of a man known only as the Kingpin, and that it was his branch of crime that controlled Pixie dust, the horrible drug that took control of someones life for a few weeks of... Fake happiness.

If she wanted to stop Pixie dust, she'd need to stop Kingpin. That would be the only true justice she'd get for... Shaking her head, Penny focused instead on keeping in the air. She had gotten better at avoiding pigeons, crashing into walls or edges of a roof and even transversal of alleyways while web slinging. Seriously, she must be one of the fastest heroes out there.

But she couldn't be out here forever, she needed to start heading back to where she left her clothes, and her things, her kinda everything that she shouldn't lose.

Making slow progress, Penny had a moment to smile at the serenity of the city, quiet in it's unique way, beautiful from the top of the rooftops she passed. If only bad people didn't exist.

Eventually, Penny made it to the block where she had left her bag, however, her memory was failing her as to exactly where she had... "There you are.." Penny smiled, jumping down and pulling on it, ripping the webbing apart and checking her bag, everything was as it was. "Hmm. I could head home... Or... Maybe check on Daredevil... Wow. Not something I ever thought I'd be saying."

With a chuckle, Penny slung the bag to her back and made her way towards Night Nurses. She remembered that place well enough. And soon enough she made it, however, a quick told her that it was empty, lazing about for a few hours, Penny finally caught sight of the woman she knew as Night nurse, and crawled down the wall as the woman just finished unlocking the door. "Hey!"

"OH! Jesus. Wh- Wait. Spider-girl?" The nurse looked up to the gleeful girl as she hoped down.

"Yea, sorry, just wondering if Daredevil was around... You know, for someone who stitches up people, you scare easily." Penny joked, stepping to the side so that Night nurse could open the door and invite her in.

"Got to say, a wall crawler is new. You got those who can fly, those who can move. You? You just crawl on walls... You got a name to give me this time?"

Taking a seat, Penny frowned, resting her cheek on her fist. "Spider-girl. And I can swing though the city too!" She added, pouting and looking to the side.

"I can try... Ha. Claire. Mine is Claire. I can feel you just referring to me by Night nurse." Claire said, grabbing out medical tools from her bag, and looking rather tired. Penny stood up and walked up to the woman, looking at the bag and thinking over why this woman would be here tonight, with no one here. Was she waiting? No, that'd be... Time consuming.

"Something is happening, right? You're not gonna just sit and wait... You're preparing." Penny said, feeling... Conflicted? What kind of woman needs to prepare for people to get hurt.

"I am. And it isn't something you should get involved in... I still think you should hold back. Go home. This isn't the life for a teenager." Claire spoke as she worked, and Penny could only cross her arms with a roll of her head. Of course.

"I'll let you know, just yesterday, I was in the middle of a basically gang war of mutants." Penny smugly stated, only getting a sigh in return. "I'm serious! There were people with all sorts of powers trying to hurt me."

"Bullets tend to move faster then people who can shoot fireballs from their hands. And being shot is a lot worse. You heal fast, but you can't heal if you die. Kid..."

"Look, I know, I shouldn't, but there are plenty of kid heroes and stuff, the X-men, talking about them, are a perfect example." Penny quickly retorted. She could avoid this conversation. She didn't need to have this conversation... But she felt like she owed it to Clair to not just stand by and take it, not after the woman had put her chest back together.

"You know what all those kid heroes tend to have that you don't? A team. Even the Avengers. Defenders, those Fantastic Four. They have a team. You'd be better having a team yourself... At least someone to help you." Claire looked down to Penny and she stepped back, not feeling too spectacular right now.

"I don't need help."

"Yet here you are, asking for help."

"It isn't the same."

"It is. I don't how how it is you fight, I've seen the videos that get put on You-tube. You can move. But you're clearly just slapping, and relying on those weird webs of yours. Are those organic?" Claire finished, and Penny muttered no as her response, feeling like a child. Arms crossed, head turned.

"Do you even know how strong you are?" Claire finally asked, finally putting her hands to a rest from moving things to fully looking at Penny. "Do you know everything that you can do? Cause M- Cause most heroes do. They don't go half baked into a fight without knowing what to do... So you should accept the help. But not today. Got a number?"

"I... Don't have a phone." Penny quietly said, rubbing the back of her head, and massaging the hair she had recently cut short. Felt nice. A lot better then the longer hair she had.

"Really? Wow... Okay... Here." Moving over to a box, Claire grabbed out a rather simply looking phone, walking over to Penny and handing it to her. "Take this. A friend of mine was able to get a bunch of these, they're untraceable. Number is in the phone, under zero zero one. My contact detail is in it, NN. Don't give it to someone, don't lose it. Smash it if things go bad. Take out the sim when you're not using it for extended periods of time. It's extremely hard to trace but someone with enough time and the tech can and will." Claire explained, sounding almost monotone by the end of it that Penny had to laugh.

"You sound like you say this a lot. And ah... I don't have a pocket... I can make it work... Thank you." Taking the phone, Claire grasped her wrist, making Penny flinch for a moment. "Don't use that phone for boys or girls or friends. This is the vigilante phone."

"Hero phone sounds nicer." Penny replied, slowly taking her wrist away from Clair. "Look... Good luck with the whole... Thing. And thanks." Penny smiled, knowing her mask is hiding that smile, but hoping it got though.

Because what she was about to do was going to feel bad.

When she turned back to see Claire wasn't looking, Penny stuffed the phone into her waist and jumped up to the roof, lighting connecting to the roof, she crawled overhead to Claire and waited, and it seems she didn't have to wait long when Claire pulled out a phone.

"Matt. Yea. I got everything ready... You should bring someone with you. Luke, Danny, someone... You know the reason I have all this out is because it's Castle. Look... I'll be here till the Am's. If you're not here with bullet wounds, and you don't call me, I am coming to find you. Off twelve avenue, West fifty first. Warehouse. Be careful... You know it as well as I do that Castle is as dangerous as those he hunts... By the way, that girl came by. The one with the spider get up. She was asking for you. Yea I told her. She's stubborn. Reminds me of someone..." Penny had heard all she needed too, taking her silent leave and processing what she was going to do...

 

* * *

 

 

"Ashford is going to hate me... So... So much. I can see it now. Why are you home so late, what happened? I could... Umm... Hmm. I guess we'll see what happens before I make up any excuses now." Penny said, squatting over the edge of a building that looked down at two separate warehouses. One of them. Was the one with DD and this Castle. The other... Maybe also had them? Claire didn't make it clear, but then again, she didn't know Penny was listening in.

Really, what was happening was that Penny was intruding on something she didn't need too. But... Matt? Penny could only assume the first name of Daredevil, was doing this incredibly dangerous thing alone. And... Well, Penny felt the need to help out. Sure, he'd been in this game for two years now, back when Daredevil was first sighted, but she was tough!

Yet at the sound of a gunshot, Penny found herself ducking under cover of a solar panel. "Christ!" She reflexively said, ears ringing at the sound of it. The gunshot surprised her. She had literally dodged bullets earlier today... Shaking away the surprise, Penny hopped back to the edge of the roof, looking down. Where did that come from? She hadn't noticed anyone come inside...

She didn't have to wait long for a location to come. Bullets started flying at a faster rate, sound and light bursting at the warehouse across from her. Taking a breath, Penny knew the only way to stop those bullets from killing people, was if she was to intrude and stop everyone from shooting each other or at whoever it was they were shooting at, which meant she had no time to lose.

Firing two webs at the sides of a window, Penny held tight onto the line of webbing and pulled back, building torque, before lunging off the corner of the building and pulling off the web, shooting her towards a panel of glass and plastic. Gritting her teeth, Penny flipped forwards so that her feet connected with the window first, and with a crashing break of glass, Penny was inside.

Several thugs looked up in surprise as the Spider crashed into the warehouse, catching onto a support beam and flipping up so that she was balanced atop the beam, her chrome eyes looking down at everyone. Shouts and bullets continued to fire off, but as Penny scanned the warehouse, she found that there was only a group of thugs, firing at one person. And yet the trail of dead and injured bodies only laid with the group.

Penny wasn't sure who to help, till her spider-sense went off, and Penny found herself leaning back, bullets buzzing past where her head had been, coming from the group of thugs she had just considered helping. "Right then."

Leaning forward, Penny fired a web and caught someones chest, jumping back, she acted as a weight to pull the man up as she lowered, before letting go of the web and firing another to catch the end of the line, attaching it to a pole and keeping the goon in the air, confused and panicked and without a gun.

And that gave her enough time to roll to cover as her spider sense warned her about several more bullets coming her direction, only just as she pressed her back against a wall, her spider sense went off to the side, and before she could react, she had a elbow digging into her neck and a gun against her head. "Who are you!" A rough, graveled voice demanded, and Penny turned her head to them, seeing a man she didn't know, but seeing a symbol she recognized.

If the Daredevil was a legend, then the Punisher was a boogeyman that the news claimed was dead or not real. Penny knew, because that skull was one hell of a sight to see. "Oh. Wow. You're the Punisher... You're killing these people!" Penny quietly yelled, not wanting to be loud with the gang of bad guys just around the corner.

"They're bad people. Get out of here kid." He finished, roughly pushing her to the ground before aiming his weapon back at the thugs.

Not a moment after she recovered, Penny webbed the barrel of his weapon and pulled down, surprising the man as his weapon was suddenly aimed at her, a sight that terrified her beyond anything else at this moment. "You're not killing anyone else."

"Damn it kid!" Castle growled, only to glance to the left and let out an annoyed sigh. Penny followed his gaze and saw the devil of hell's kitchen staring down the two, looking rather angry. "Now you're here."

"Girl... She's right Castle. No more." Pausing for a moment to look up at the flailing thug, strung up in the air by one of her webs, she looked back down to Penny. "Can you do that to more of them."

"All of them." Penny answered, letting go of the line of webbing that connected to Castles gun.

"Fine. I'll draw their fire. Right now they're dealing with a mutant and me, the only reason they haven't moved up yet. _Daredevil._ You do the same, you know how to avoid being shot, take out who you can. Girl."

"Spider-girl."

"Girl. You do your thing. Then you get out of here."

"Yea, yea, sure thing Dads." Penny joked, before zipping up back towards the roof. Her dark suit and the general darkness of the warehouse meant that she was hard to track, and as soon as the bullets and shouts starting flying again, she moved.

It was tense. She could move around, but one wrong move, one wrong sound, bullets would be flying her way. She'd web up someone who was in the back, if it looked too dangerous for ether DD or the Punisher, she'd distract the goons with some web shots and then quickly hide.

All in all, it was certainly a learning experience. What if she took out every thug she came across without being seen? Eventually, the gunfire began to die down as Penny watched Daredevil aiming for the last thug, who was clearly panicking badly. Scanning for any more, she was about to let out a sigh of relief till she caught movement in the shadows, near the back of the warehouse.

Firing a web, she caught the unknown assailant by the arm, "Gotcha!" She called out, only to almost lose balance was the web was suddenly cut. He moved quick. "There's one more! I'm going after him." Penny called out to the other two, who just took down the final guy, among a see of thugs all shouting curses or whimpers, hung up in the air or on the ground.

"Wait! Don't go after him alone!" She heard Castle call out to her, but she was already zipping towards the door the unseen thug escaped though.

 

* * *

 

 

Kicking open the door, Penny crept forwards. They were in the alleyway... Where. She flipped to the side as her Spider sense went off, a knife just where her head was. Looking at the man, Penny almost gagged.

His face was shredded, a torn up mess of scars and flesh, reconstructed and put back together over and over again. He looked more dead then alive. "What is wrong with your face!" She yelled out, disgusted beyond belief.

"Heh, bad side of the Punisher. Kingpin has a small bounty on you, if you're the Spider from five months ago. Just wanted the mask, or the face under it... Never said how badly scarred. You can call me Jigsaw." He said with a rather creepy tone, stepping towards Penny as she stepped back.

"Yea, how bout I just web you up like all the other goons." Penny replied with a smirk, firing a web she was sure wouldn't miss, but when he shifted his body to the side, aptly avoiding the web, only to then grab it and pull, Penny found herself rocked forwards and off balance.

Thankfully, she was able to twist her body enough to avoid the knife aimed for her gut. "Gonna have to try harder then that Mr Scarsalot!" Quipping as she caught the end of his knife with a web, she did a small somersault and pulled, ripping the weapon from the mans hand and throwing it aside all before she landed on her feet and turned back to the man. Jigsaw.

"For a young sounding girl... You got skills. Guess I should treat you as an adult." The man said, cracking his knuckles. Penny looked to the door, hoping Castle or Daredevil would be soon, but for now, Jigsaw rushed her, his broken face quite the distraction. She needed to distract him.

"So. Why Jigsaw? I mean, I get the face, but I don't see the connection you know? Scarsalot really seems more you." Penny spoke as she dodged. This guy was insanely fast, almost like Black widow, but more untrained... She could take him down.

"IT IS BECAUSE OF MY FACE. But don't worry... I'll make your face a puzzle to be solved when I'm done." Jigsaw threatened once more, and Penny found she didn't want to dodge anymore, ducking under a swing, she pulled her fist back and came in for a quick but powerful punch to the chin, only to remember she needed to hold back less she do something bad to the guy's face... If that was even possible.

"Oh yea! Take thi-" Penny started, only to cut off as the man smiled a disgusting, broken smile of flesh and teeth and easily stepped into her punch, grabbing her arm and shoulder and getting into her personal space. Her stumble of slowing her fist to not kill the man had given him the moment he needed to counter her attack and close in.

"Skills. But no training." The man finished, before pulling her shoulder hard and dislocating it, causing the girl to let out a shrill yell of pain. Letting go of her, Penny fell to her knees as she painfully gripped at her shoulder, before letting out another yell as Jigsaw kicked the shoulder. "You're not too use to pain are you? See. What kind of girl decides to do this? Dress up in spandex and fight gangsters. You're lucky Kingpin wants you alive... And that you have friends."

"Screw... You..." Penny spat, only to get a fist to her cheek, sending her spiraling to the ground, a heavy thwack sounding off as her head smacked into the ground. Ooh, everything hurt for the girl, but she was still awake, and as the man made a run for it, just as the door was slammed open by Castle and Daredevil, Penny aimed at him, and with two clicks, fired a impact web at Jigsaw, catching him in the back and cocooning him with webbing. He rolled along the floor from the impact, but was quick to get back up and continue running, despite being encased in webs.

"Damn it kid. Murdock, go after him. I'll just kill him again if I find him." Castle knelt down next to Penny, who looked up at him. "Hey kid. Just hold still alright, he dislocated your shoulder."

"What took you two so long... Seriously." Penny groaned, letting out a yelp of pain as the man grasped hold of her arm. "Ow.."

"A few of those web lines you used got cut. Guys thought they'd rush us with their knives while we were rushing over here. You shouldn't have faced him alone. Now, clenched your teeth." Castle finished, moving her arm just as she clenched her teeth midst a whine, before he forcibly pushed her arm back into it's socket.

"AHHH!" Penny yelled out, rolling away from the man and grabbing at her shoulder. It stung, a lot. But at least it wasn't as bad. That was a lie, it felt worse to the girl, but at least it was in place. "If I had just got him. I could have taken him down."

"And yet he dislocated your arm. Look, you're strong. No way you could have done what you did in there if you were normal. But don't. Get in my business. Again. Go home." As if that was final, the man stood up and began to jog after Daredevil and Jigsaw.

"Hey! I can still help!" Penny said, slowly coming to a stand, only for her leg to burn with pain, her cry drowned out by the echo of a bullet that grazed her leg. "What the hell?" She angrily called out to Castle, who had turned back to her, smoke trailing from the barrel of his handgun. He had shot her!

"It's a flesh wound. Go home." Castle said, almost monotone as he continued after the others, leaving Penny to silently hold back tears and cries of pain from the throbbing burn in her leg. Graze or not, she had been shot, and now her suit had a tear.

"Bastard..." Penny cursed, coming back to a stand, gingerly testing her weight on the leg as the sounds of sirens finally seemed to get closer and closer, she needed to go and she had no clue where the bad guy went... "Damn it... I'd better get home anyway.."

Ashford was going to kill her. It was late and she hadn't gotten around to using the phone to say she'd be late. of course, she didn't have his phone number yet and she didn't have a reason to be out this late. She told Gretcher she was walking back home. It was night now...

Getting to her bag, Penny quickly got changed, taking a moment to wrap up her leg so that it wouldn't bleed into her jeans and gingerly tending to a forming bruise on her cheek. She didn't even want to look at her shoulder, the way that was looking.

But she had a reason for being late. She nearly got robbed! She was rescued by a couple, with the woman being a nurse who asked that Penny just stay around for a few hours due to the punch she took. Perfect. The idea of lying wasn't perfect itself, but Penny had to adjust if she wanted to keep doing this. Yea. Why so many vigilantes didn't want her doing the same thing as them bugged her. Sure, they were adults and sure, they had friends who knew them and what they did and had the ability to help each other... Well. It didn't matter. She was literally stronger then every single person in that warehouse.

And that meant that if she was going to sit at home, despite knowing she could do so much more then so many people when it comes to helping others. That was irresponsible.

Making it home, Penny had to laugh at the idea she now had to take an elevator to get to her home. Well, apartment. An elevator. Well, firefighting, teaching and news. The three of them together were enough to pay for bills that were discounted... Was it really because he saved someone in a fire? Ashford was apparently a solider. Maybe he just didn't feel like sharing all that much.

Getting inside, Penny did her best to keep her leg straight, she had been limping before she got here, but she had to pretend now. "Hello! Anyone home?" Penny called out, hearing a couple of steps to the left, she turned and saw Eddie, who looked as if he had just finished showering.

"Oh, Penny. Wondered when you were going to get home. I was about to call Ash." Eddie said, moving towards the kitchen. Following, Penny found herself getting hungry, no, she was already quite hungry. Been hungry for quite a bit.

"About too?" Penny asked, taking seat at the kitchen bench as Eddie scavenged though the kitchen.

"Him and Gretcher went out for a date. Told them I'd watch for ya.. You alright? Got a bit of a shiner there." Eddie said, raising an eyebrow as he pulled out a plastic container box of chicken wings.

"Delicious... And ah, ran into some trouble, a nurse kept me back in case of concussion. It's nothing, should fade by tomorrow." Penny said causally, eyeing the chicken as Eddie got to work microwaving it and listening.

"Fair enough. Not sure if it will go tomorrow, my line of work, I know quite a bit about trouble." Eddie said, the smile in his words.

Penny frowned, watching the chicken heat before deciding that she really didn't know enough about Eddie Brock. "Your job. You just take pictures?"

"Most of the time. I was freelance, but then I became the daily bugles main photographer, which then meant I took pictures and talked to the editors about them, explained them... Seeing that you're going to school... Tomorrow?" 

"Day after."

"Ah. Well, I know Ashford said you don't have to think about working too much. But, I do have an idea on what you could do to get some cash, maybe help out around here." Eddie finished, the beeping sound of the microwave telling them the chicken was ready.

Grabbing out the plates, Eddie split the chicken between them, twenty four pieces, turned into twelve and Penny was hungry to devour them. "Yea? What would that be." Penny said, taking it slow at first before getting into the chicken, much to Eddies surprise. She really was hungry.

"Freelance. Jonah doesn't like to say it, but vigilante's fly. But you don't see many out in the spotlight. Always during the night, now, word going around is that he wants pictures of new vigilantes out in the open, doing their thing. Avengers got the paper flying but that was years ago. I got an old camera, if you, during your very enthusiastic walks, see a vigilante, take a pic. Might get paid quite a bit... Wow, you are finished." Eddie looked at Penny, who was licking at the grease on her plate.

"Yea... You gonna eat that?" Penny asked, looking at the remaining chickens and smiling as Eddie passed them over for her to consume. "But umm. Yea. That... Sounds... Well... Actually. Yes. That sounds cool. Daily Bugle right? I just walk in with photos?"

"Yea... USB or developed... Or both. Look presentable." Eddie finished, leaving Penny to eat and think. Depending on the camera, she could take photos of herself. Make herself not only more known to the public as a hero, but also get paid!

"It's the best plan ever! Thanks Eddie. I'm going to my room... Could ah, you tell Ash when he gets home that I got home a lot earlier then this?" Penny asked as she got up and placed her plate in the sink, getting a small chuckle from Eddie as she did.

"Sure. I'd say try not to make a habit of it... But you're young and it's good to know your doing your own thing." Eddie waved away Penny as she went to her room, letting out a relieved sigh as she crashed into her bed, the aching in her leg and shoulder seemed to vanish. Not entirely, but enough as she grew terribly tired. No late night working tonight... No. Tonight. She slept.

**Notes for the Chapter:**

> Life is crazy. Hoo. Gonna try and do more, but no promises, I only started writing this 16th of the first.
> 
> P.S. Let it be known, I had already planned on putting Punisher into this chapter. Jigsaw was simply because he has no real villains that recur.


	13. Capturing the web moment.

**Summary for the Chapter:**

> Penny moves forwards with life, meeting not only her best friend, but perhaps her worst foe.

Penny was nervous. Here she was, about as casual as she could be, an hour or so to get to her first class at Otto's school, and her future now in the hands of a man Eddie constantly referred too as anger personified. She was feeling it. Not exactly, and she wouldn't call the older man anger personified.

But J. Jonah. Jameson was one hell of a man. Impeccably dressed like an old times investigator, with hair and a mustache that just made him recognizable. His voice too. "No. Crap. Trash. Crap trash. What the hell is that? No no no no. Oh... Hello... What is this?" Turning one of the pictures Penny had presented to him, she recognized it. She had set Eddies old camera to take photo's every five seconds. Not a feature it originally had, mind you.

But one she made happen, with quite a bit of work. "That... Would be Spider-girl escaping?" Penny asked, staring at the picture. In reality, it had been the last viable shot, where she had fired a web at the camera, grabbing it from the spiral of webbing she had left it on.

"Escaping? Kid, that looks like -whats her name attacked you." Jonah gasped, turning the picture back and smiling at it, almost devilishly.

"Spider-girl, and no, I think I spooked her and she just reacted... Got some webbing in my hair because of it." Penny lied, feeling her story crumble. She shouldn't have added it, but to be honest, it was indeed the best shot she had. Like Jameson has said. Crap, crap crap and crap could explain every other one. She knew it.

"Spider-girl huh? I had heard tale of a Spider-man in Queens a few months back. Vanished. Different suit too, this one looks more professionally made..." He continued, leaving Penny feeling rushed and unsure. Why couldn't he just take the photos?

"Umm, sir. I need to get to school..."

"Yes, Yes. I'll take all of them. Thirty five for each photo, sixty for the last one." Jonah finished, holding out his hand for the USB Penny had, waiting as her stunned expression and busy little brain worked out the numbers. Seven photos. six at thirty five...

"Two hundred and seventy?" Penny gulled. That... That was a lot of money for photos. Not as much as wrestling... Hell, maybe matching. And if she could get good photos all the time? That'd be a lot of money.

"One time deal kid. If you were some guy, I'd have given you thirty for the last one and sent you off. You want to give me photos. You take good ones and maybe this relationship can improve. Now scram, Betty will give you the cash." Jameson added, waving off the girl as she gave him the drive, where he quickly downloaded the photos and gave it back, watching as the girl quickly rushed out of the room. "Heh... Good kid."

Outside the office, Penny hopelessly scanned for the woman Jameson had referred too, feeling lost at the many heads at work to print out the news, but a young man with blonde hair seemed to come to her rescue. "Hey, you look lost."

Nodding, Penny examined the young man, who looked just a little older then her, quite handsome too, despite the obvious bit of makeup he had around his eye... Well, perhaps not obvious to most, but she understood what it meant. "Yea, Jameson said I should find Betty?"

Nodding, the man pointed towards an older black man. "That's Joseph. He'll point you towards her. It's been a pleasure..."

"Penny." The young girl offered, looking down, she felt like she knew the voice, but she couldn't place it, might be just her head today. It had only been a day since the warehouse.

"Richard, Richard Fisk." The young man offered, back, smiling as Penny connected the dots behind his name. As much as he hated it, somehow, he always found some pleasure in that reaction.

"Fisk? Like, Fisk towers Fisk?" Penny asked, getting a nod in return. "Wow. I've been meeting all the interesting people as of late." Penny said. First, vigilantes, now, the son of one of the most famous business men ever. Hell, Fisk was the one that helped put the city back together again after it's destruction after the invasion. He was a commonplace hero.

"Oh? You must get out quite a bit for someone so young." Ricard responded, raising an eyebrow in the girls direction.

"Ah, I just meant... Jameson. You know. Editor of the Bugle? He's quite interesting... Quite." Penny laughed, quietly of course, she wasn't very far from the mans office, but it seemed Ricard agreed, if his own chuckle said anything.

"Well, I have a meeting with that interesting person, so, perhaps later?" He finished, leaving Penny confused and suddenly quite shy as he moved past her towards Jameson's.

"Later... yea... Sounds... Good." Penny said to empty air, before finding her focus and moving towards the man Richard had pointed her towards, "Um, excuse me sir, I was told to find Betty?" Penny asked, perhaps quite abruptly. "Sorry if I'm disturbing."

"Not at all. Jameson's already sent me the pictures. Ignore him, the shots are steady, admittingly, they could be framed better, but that last shot is nearly perfect. I guess Eddie was right about you. Call me Robbie." Robbie spoke as he held a hand out for Penny to take, which she did with an almost absentminded action.

"Robbie... Eddie... Spoke about me?" Penny asked, feeling even shyer. First the son of a hero, now people telling others about her? Otto was one thing..

"Mmm. I remember the article about the man who kept calling himself Mysterio. I'm sorry for what happened. He told me that perhaps taking his old job would do you wonders." Softly, the older men gently reminded Penny of a time she wished wouldn't be brought up, but she tilted her chin high and nodded.

"Yea. It felt nice..." Kicking the thugs ass. The photo's were just a... Bonus.

"Well, perhaps we'll see more of your work. Jameson's been looking for pictures of the masked vigilante that swings across the city. If you can keep finding her... Well. Anyway, the young woman with the black hair over there will give you the money. I hope you come back." Robbie nodded, giving the girl a pat on her shoulder, an action that caused her to wince slightly. Turns out a dislocated shoulder took a little longer then a nights rest to heal.

"Thanks Robbie!" Penny quickly stepped away before he realized what happened and moved towards Betty, her eyes seeing just the tip of blonde and grayish black hair in Jameson's office. Wondering just what a guy like Richard could want with Mr Jameson.

 

_**In J.J.J's office.** _

 

"I heard you were looking for pictures of the Spider-girl. I'd like to know when you get any." Richard said with an almost monotone voice, getting nothing but a sneer from the veteran reporter.

"Of course you would. Daddy worried another vigilante will ruin the business." Jonah chuckled, pulling a bottle of brandy out from under the desk along with a singular cup, his eyes never leaving the computer screen in front of him. Kid was terrible. But she had guts. Suddenly appeared with the photo's he needed. He respected that.

"You know I have no clue what you're talking about Jameson. I'd rather not play this game." Ricard sighed. Every single time, his father sent him when it came to Jameson, as if Fisk gained some sort of sick pleasure of knowing Richard had to deal with a reporter that couldn't be touched. Not without some serious repercussions.

"The game is only played by you kid. I don't have any bugs, nor cameras, my word just isn't enough for Wilson Fisk, Kingpin of crime." Jonah sighed, pouring his drink and taking a quick sip, enjoying the burn of the liquor. 

"And you know that... Fine. It isn't him. I want to find her." Richard finally admitted, getting a surprised eyebrow raise from Jameson, something the young man did not see often... It was a little pleasurable to see.

"Color me impressed. Fisk jr is finally doing his own thing. I don't have anything concrete to offer you. I just got a few photo's recently, right before you walked in in fact." Pulling out the physical copies the girl had brought along... Brownie points of an bygone era. Brownie points he liked.

He really liked that girl. Sliding the only photo worth passing over, Jameson stared at the picture of a line of web flying at the camera. The girl had said that perhaps she spooked the vigilante, but Jameson didn't believe her on that. She was young. She still had plenty to learn. "That. That is all I have."

Richard picked up the picture and frowned at it. "Her suit is different..." He muttered, getting a curious glance from Jameson because of it.

"So, this Spider is the same one from Queens?" He pried. Sources were hard to came by, but if he just got a single word that connected the two...

"She is. Suit is very similar to what she had first wore, more detailed and a changed scheme of colors, but I don't think someone would have dressed the same of some one off Queens vigilante. But why wait five months to return..." Richard spoke without care now, before glancing up at Jameson, who was smiling to himself, as if he just scored a bit of information that made every difference.

"You know kid, this is the most civil conversation we've had... Must be the girl made me happy." Jameson noted, taking another swig of brandy.

"Girl?"

"The girl that you bumped into outside, gave me some time to prepare for you. Heh, more points to her... Anyway, she's the one that got the picture. Hoping I get more from her." Jameson finally finished, just as he finished his glance, slamming it down lightly. "Now. I'd suggest you leave my office. You got what you wanted."

Nodding, the young man turned to leave, pausing at the doorway as he considered asking for information about the girl, Penny. But decided against it. Just some kid that lot a lucky picture.

But Jameson used the pause to say something else. "By the way, get some woman to do your makeup. That shiner is more obvious then the bald spot on Fisk's head." He spat out Fisk's name with venom. J Jonah Jameson had taken down quite a number of criminals over the years... But The Kingpin was just untouchable... But Jameson would wait for the moment the crime lord slipped. And sometimes, he hoped. Richard would be the wet floor.

 

* * *

 

 

"No no no no no. Where is it!" Penny scrambled up and down the halls of the large school. She had been a bit late to get here, and when she arrived, the bells had just gone, leaving her alone and with a room number to find.

"Two o five... Two o six... There!" Penny yelled, rushing to two o eight and pushing the door open, only to find about ten faces staring in her direction, one of them, being Otto Octavius, who was dressed more casually then she had expected of the genius. 

"Parker! You're late by exactly six minutes. I don't want that happening again." Otto said, his voice dangerously low. She found herself nodding, her cheeks burning with shame as she found a seat, noting that she seemed to be a little further away from everyone else, a choice she made... Great. Late and social outcast.

"Well, before Parker so loudly interrupted us, we were just beginning our talks of Biophysics and Neurotechnology. Now, as we all know, these two sciences work together in the field of the body. And-"

"Based on the idea of one of your thesis's, it would be highly possible to have our brain connected to things such as prosthesis's in such a way that the brain and arm become almost symbiotic. Like the arm has a brain of it's own, only that brain is working in conjunction with yours." Penny said almost reactivity. She had read Otto's thesis on bio-engineering and neurotecnology since she was a kid.

"Yes... Tell me Penny, how would you make that happen?" Otto asked, putting all eyes back on her. This was meant to be a loaded question. She had interrupted him, and now she was suffering for it.

Still, she didn't want to go down without a fight, not after what happened just before. Not after the Bugle. She was better then this. "Well... If you wanted these two brains to effectively work together, you'd need a neural interface to mediate the two, however, even then, you'd have to design a whole web of algorithms to make your brain, the arm brain and the neural interface work together. It'd take... literal genius to do." Penny finished, feeling a wince on coming.

But the shocked faces of the students was evident as soon as a single clap came from Otto. "...Smart. Yes. That would be possible... But to make a neural algorithm of that delicateness would be... Interesting. It seems despite her beginnings, Ms Parker might just be the star of this class. You all have someone to take the upper hand from now." Otto said, almost with a vicious smile. She was alone. She realized. Alone in a class of animals that wanted the words she just got directed at them.

"Mmmmm..." Penny hummed quietly, trying to ignore the evil eyes as she started listening to the literal genius that was Octavius. Had she done something to annoy him? Was being late and speaking about his work a bad way to go? She could fix the second one... First one however. That was going to be luck.

 

* * *

 

 

"I can't believe you joined because of me."

"Believe it." Euna said, wearing a rather short skirt and a tight blouse, catching the eyes of some, a mixed range of emotions. Disgust. Lust.

"How old are you again? Seriously, what kind of girl are you." Penny replied, sighing as she pulled out her lunch, Euna staring at it dangerously.

"A sexy girl... You gonna eat that sandwich? I thought there would be a cafeteria here or something." Euna grumbled, sitting next to Penny, which only caused the girl to get some confused looks, both from the mutant side of the food court and the human side. There was an invisible line the separated the two, and here was Penny, right in the middle of it.

"You live in a mansion that most likely teaches you stuff anyway. How did you not think to bring food."

"Because the lessons there are boring. I don't want to learn history, or mid level math. I want to learn how to make a bomb!" Euna shrilled, smiling a toothy smile to herself.

"They don't teach you how to make a bomb." Penny finished, smashing into her sandwich and enjoying every moment of it.

"Do they teach you to eat with manners. I mean, I'd eat like that any day, but the way you move, I thought you'd be graceful at anything... Hey, how flexible are you?" Euna asked, punching at Penny's arms and muttering ether soft or tough.

"I like food! And... I. Don't know. I was kinda lazy during my self exile. Only really learned how to draw, and swing, and build things." Penny said rather quietly now. Alone as they were, she didn't want people to know what she was saying. And Euna seemed to have the cation to lower her voice.

"We should go out and really see what you can do. It'll be a fun date... Oh! I know. Come find me before you leave." Euna said, standing and heading towards a few other mutants, all rather beautiful looking. Pretty matched pretty. Letting out a sigh, Penny toiled away at her meal before she felt air brush by her as someone sat down.

"Hi-" Penny started, pausing as she turned and recognized who just sat down.

"Wow Penny. First day and already making impressions, and here I am, making them with you." Harry mused, lightly punching Penny in the shoulder before she engulfed him in a huge hug.

"Harry! I was hoping I'd see you at some point. I missed you so much!" Penny exclaimed, leaning away from him and matching the grin he had with a smile.

"Mmm. Dad told me you were coming, so the surprise was ruined for me." Harry admitted, and Penny felt a little cold. Norman. Harry's dad. Why did he know she was coming? Right... Otto. Norman had written quite a bit about Penny, much to her surprise. Sure, he was always nice when she was younger, but he seemed less attentive of anyone but his son as they grew up.

"Your Dad. He doing alright?" Penny asked. Last she'd seen Norman, was on the ground, metal dented into his flesh from her punches, basically a man man. A goblin.

"Huh? Yea... Hes been acting a bit weird lately. Vanishes, comes back. He's been there and gone. Came back last week, said you were coming here, then left... He was wearing sunglasses."

"Ok, that's weird. Sunglasses. Your dad hates those." Penny added, trying to sound normal. It was true, however. Norman never wore the things. Nether did Penny, till Spider-girl. Those eye things of hers were basically sunglasses sometimes.

But Harry wasn't thinking like she was, he was laughing, unaware of the man his father had become. Well, even Penny wasn't sure what Norman had become, but he wasn't the man she knew. "This is funny, isn't it? We're talking like normal, months after... I heard what happened. I'm so sorr-"

"It's fine. Please. I've been told I'm so sorry too many times my head hurts. It's just good to see you Harry." Penny interrupted, smiling up at her friend, who returned his own hug.

"Yea... Good to see you too Pen."

 After Lunch, and five more classes that only certified the idea that not a lot of people didn't like her, Penny found herself heading to the south side of the school, the 'freak' side, as she heard some students call it. Most of the mutant classes went on there, she actually had one in the west wing. No Euna, almost disappointingly. As much as the older girl annoyed Penny. Well, she was the only one Penny could really rely on.

Passing by some curious eyes, Penny almost felt like asking someone where to find Euna, but it was at that moment both her spider sense and her eyes lit up when a girl suddenly appeared right in front of her, having walked though a door as if it wasn't there and giving Penny quite the fright. "Yeesh!"

"Oh! Sorry. Hey, you were with Euna at lunch!" The girl exclaimed, smiling up at Penny.

"Umm, yea. Actually, I was looking for her." Penny said.

"Oh, yea, she's in the class, Miss... Gretcher is having a chat with her. I'm Kitty by the way."

"Penny." Holding out a hand, Penny was hesitant. Did she pass though everything? Kitty seemed to understand the worry and only laughed it off, taking Penny's hand firmly.

"Penny, Euna doesn't say much about you, which is weird because you get the devil talking, she talks." Kitty said, letting Penny's hand go and frowning, flexing the fingers as if they were gripped a bit too tightly.

"Devil?"

"Yea, it's... A silly nickname some of the younger kids call her. Caught on. Doesn't help with what she did..." Kitty slowed, looking deep in thought and Penny didn't want to push it. It was something Euna would tell her.

"Well, nice meeting you Kitty... Please don't walk out like that again. Pretty sure my heart nearly popped." Penny said with a laugh, getting one back from the mutant before she opened the door to the class room, seeing that Euna and Gretcher looked deep into a staring contest. "Umm. Hey."

"Ah, Penny... Euna." Gretcher finished, as if Penny's appearance was the tie breaker to their contest, before shortly leaving the room, not giving the young girl a chance to even say hello.

"Penny! Come here." Euna would say as she came over and grabbed Penny by the hands, practically dragging the poor girl around the class room till she found a wall she liked, a firm blue like one. "Stand there."

"Umm, okay, hey, what was up with Gretcher?" Penny tried asking, doing as Euna said while the red skinned girl pulled out a phone.

"Hmm? Oh, just her being a worry wart. That and she might not like me. Now, give me a plain, boring look." Euna finished, not going any further as she waited for Penny to do as she was told, and the girl complied, a second later and Euna was lowering the phone with a smile on her face. "Good. Hey, you got a phone?"

Penny paused to think of an answer. She did, kinda, have a phone, but she had been told she shouldn't use it for... Friends. Hero phone, she had jokingly called it. But hey, what a Night nurse didn't know, couldn't hurt. "Yea, give me your number?"

Getting Euna's number, Penny frowned at the pose she took shortly after, as if expecting Penny to take a photo, but it didn't take long for Euna to realize that wasn't happening. "Just send me a text when you get the chance, I'll get your number. Hey. Me. You. Friday." Finishing with a wink, Euna evacuated the room, leaving Penny alone. 

"...She's crazy. Maybe the right kind of crazy for me. Considering what I'm about to do."

 

* * *

 

 

When Penny had put on the suit after leaving the school, she hadn't considered getting shot at.

Bullets rarely touched her. She'd been grazed, and that stung, but the idea of actually getting shot? That kinda terrified her. But that terror was easily pushed to the side as she fired a web and whipped the pistol from the thugs grasp, before firing another web into his chest and zipping herself towards them, her shoulder making a painful sounding crack when it connected with the mans chest, sending them to the ground.

She also hadn't considered how she should go ahead with fights. Mostly it was slapping or pushing. Punching had been reserved as of late. Punching people also hurt... Mostly when they had metal plated armor. Webbing the man to the floor, Penny gave a rather scared if smartly dressed woman a two finger salute before swinging away as the sounds of sirens closed in. Also another thing to think about. Police. With guns.

It made her think back to the invasion. Aliens descending from a giant portal, the Avengers in all their new glory, springing to action, saving the day. Legends were born and remade that day. And her? She had been hiding in a bunker with a man that turned from cool friends dad to... Whatever he was now. Well, most of it had been in a bunker.

Perhaps what she remembered most about that day was when she had been lost. Only for a few minutes. Enough for her life to get... Far too exciting for her age.

Shaking her head, Penny twisted mid air and let go, doing several flips before catching herself with another web, catching the ghost of an applause for her trick as she was already at the next block. She could do this all day and all night. Glide though the city. Stop to catch her breath or beat up a crook, hell, she didn't even need to catch her breath really. This body was something, even the throbbing in her shoulder was manageable, as long as she didn't use that arm to catch herself mid a fall.

But she did have moments where she felt hungry, and sometimes the idea of changing from suit to normal clothes just seemed a little too.. Long. So, with her eyes on a hotdog stand, Penny lowered herself nearby, tried her best to casually walk up to the two person line and did her best to wait, ignoring the very obvious looks she was getting.

She could feel her cheeks warm up at the idea of so many people looking at her. If she was Penny Parker, no one would have offered a second glance, but she was the mysterious new vigilante, Spider-girl. That earned her more then just a second glance. That earned her a stare. Long, very uncomfortable stares.

With the two people in front of her deciding to leave rather quickly, Penny found herself face to face with the vendor. He was taller, bigger. She was Spider-girl. "So... Hotdog. Sauce and mustard."

Looking at her, the Vendor glanced up and down with a frown. "Not noticing any pockets there." He said, leaving Penny to frown at herself, confused for a moment. No pockets? Oh. She quickly patted down around her waist and did in fact realize that she had no pockets. Or money.

"Ah... Hey, I mean, you could just shout your friendly neighborhood spider-girl out?" Penny said with a embarrassed chuckle, but the Vendor simply stared at her, not exactly the reaction she was hoping for.

"Look, you seem *Thump* nice, but I don't run a *Thump* charity. Ether get some cha *Thump* nge or get... *Thump* The hell is that?" The vendor asked, mirroring Penny's thoughts.

The ground shook with each thump. Not enough to be a tremor, but enough to make her worry, giving the Vendor the shrug, Penny webbed a nearby building and swung around the corner, finding the vibrations of the thumps traveled though her webs and into her hands as she rounded another corner, finding herself face to face with the biggest man she had ever seen.

"Eto glupyy kostym! Vykhodit'! Off!" A heavy Russian accent boomed from the man in the rather hilarious looking suit, looking like a mixture of latex and metal, the man looked more like a rhino then anything else, mostly certified by the rudimentary shaped horns that had been fitted along the mans head, his large and heavy hands gripped at the suit, as if he was trying to peel it off, to no avail.

"Hey. Hey! Big guy! Stop moving!" Penny called out the man, clinging the side of a building just above and to the side of the large man, who's attention turned to the spider clad girl.

"You! Funny looking thing. Help me remove this suit!" The man called out to her, his accent thick with his nationality as he continued to paw at the suit.

"Huh? Okay..." Wary, Penny lowered herself to the street and moved towards the towering man, he was easily seven, eight feet, his body was misshapen, she thought. Far too large to be normal.

Getting close, she glanced the suit and found it quite particular, it was as if the suit had been... Super glued to his skin. "Okay, hold still for a second, mmk?" Penny called out to the giant, and he complied, very hesitantly as she glided her fingers along his suit, looking for any kind of opening.

"Please, hurry!" The man ushered, and she ignored him, finding no opening. How did he get in this?

"Hey, where is the hem? Umm. Where does the shirt of this end?" Penny asked, stepping back to get a better look, momentarily looking away at the distant sound of a siren.

The giant heard it too, and looked more rushed. "Urr. I put on at once." He said, confusing Penny for a moment before she recognized what he meant. It was a Onesie.

"Okay, hold one for a moment." Penny said, before jumping up to his chest. She was small enough that his size was almost like another building as she climbed up to his face, her fingers pressing at his forehead where the suit seemed to end. She couldn't find a proper grip, so she adjusted and grabbed a hold of the man's horn. "Just... Hold... On..." Penny grunted between words as she started to pull back on the horn, getting grunts from the large man she was practically on top of.

Just when she thought she was getting somewhere, she found the resistance of the suit got heavier and when she finally thought she made progress, rather then the sound of latex leaving skin, it sounded more... Fleshy. And not a moment later a large hand grabbed a hold of her before she had a chance to react, the man brought her to his face, where she could see blood seeping from the part of the suit where she had pulled from the skin. "It hurts! It Hurts you Pauk Suka!"

Penny, who had never took a single lesson in Russian, could have ignored what he said. But she had seen enough movies to know what Suka meant. "Did you just call be bitch!" Penny glared at the giant under her mask, feeling rather offended. He had asked for her help!

Tightening his grip on her, till she was having trouble breathing with how it felt like her ribs were being crushed, the giant Russian chuckled. "You're useless Pauk. And you hurt me. You have term in America yes? Crush like bug?" The Russian glowered, clearly having forgotten the fact that Penny had been trying to help him just before.

"Starters, I'm not a bug. I'm a arachnid." Penny replied back, taking in a shallow breath as she reached for the part of her utility belt that contained her phone... Hmm. Maybe she should make a pouch for her wallet? Something for later.

"Patato putato." The man responded in kind, his grip growing tighter. But Penny had found what she wanted. Setting a ten second timer on the camera option, Penny threw the phone away and caught it with a web to a street light, before firing a web at the Russians large mouth, finally shutting him up. 

The Rhino dropped her as he grasped at his mouth, trying to tear the webs away, allowing Penny to drop and breath. And count.

"Five... Four, three two." Penny counted, before firing a web at the Rhino's chest and pulled herself towards him, smiling a hidden smile for the camera right before her feet connected with the mans chest and she kicked off it, sending him to the ground. "So, just for clarification, I def tried to help you, alright."

Recovering from the kick as if it hadn't happened, the large giant let out a literal roar as he stared down at Penny. "Pauk girl made Aleksei fall? This shall not stand!"

"Aleksei? Dude, you look more like your suit then a Aleksei? How do you feel about Rhino? Short, sweet and right to the point." Penny offered with raised shoulders, giving pause to Aleksei as he considered her words, before laughing a Russian laugh.

"Rhino... You funny Pauk. I kill you now. Rhino kills the Pauk." The man said, a smile on his face as he lowered to all fours.

"I'm starting to guess Park means Girl. Or Spider. It's Spider-girl." Penny said, getting low to the ground as the Rhino charged at her, but she didn't even need her spider sense to dodge this, easily leaping over him as he came towards her, his head crashing into the building that had been behind her. She had expected him to stumble back with a fall. Instead, he actually went into the building, causing quite a bit of damage. "Damn dude. What would that have done to me."

Stepping out the building, the Rhino grinned. "Would have crushed you Pauk devushka." He said, getting back to all fours. At least he added something after Park or whatever.

Getting ready to jump over him again, Penny and Rhino found themselves turning as the sight of two squad cars pulled up, four officers stepping out and aiming their weapons at both Penny and Rhino. "I am ordering you both to Stop! Put your hands on the ground!"

"Come on guys! I'm the good girl here!" Penny called out to them, getting ignored as the Rhino simply smiled, turning towards the officers and complying with their demands.

"Of course officers! Here, let me come to you!" He bellowed, before beginning another charge towards the police men, their weapons firing to no avail, the bullets quite literally bouncing off the Rhino's armor like skin.

"Oh no." Watching, Penny only had a moment to think before she fired two webs at Rhino, catching the side of his head and shoulder before pulling back, hoping to pull the Rhino back too or at the very least change his direction.

Instead, she found her feet being pulled out from under her as she crashed into the cement of the road, dragging across the rough road before letting go of the webs and rolling to a stop, just catching as the officers managed to move out of the way, Rhino instead crashing into one of the squad cars.

The officers moved back towards Penny, their attention on the much bigger threat as he seemed once-more, unfazed by crashing into a car and looking to have badly dented the car then himself. "Damn this guy has a thick head." Penny tried to sound casual, but the officers were not so big on listening to her as the Rhino proceeded to pick up the squad car and turn towards the five.

"Haha! Doctor promised me power! So what if I am stuck with suit, I am power! I am RHINO!" Rhino roared, pulling the car back before throwing it towards two of the officers.

It was moving way too fast for them to move out of the way. And there was no way she could use her webs to stop the car. So Penny did the next best thing. She quickly got up and jumped into the path of the car, the vehicle clashing into her was nothing like she had ever felt before. Her hands bit into metal as her feet dragged along the asphalt, burning though the suit almost. Her arms and ribs heaved and burned as she practically held up the car, having taken the blunt of the throw, but at least she had saved the officers.

"Th-Thank you..." She heard one say, and before Penny could think of some kind of witty reply, the weight of the car vanished as it was suddenly pulled from her grip, only a pipe remained in her hands where her grip had proven too tight.

The rhino stood right in front of her, the car in his hand, held as easily as a bat. "Crush bug." He said with a big, dumb gleeful smile, before slamming the car back into Penny, moving too quick for her to react. Once more she felt the full force of a car slamming into her, but rather then having been thrown, the force of it was carried by the Rhino's enhanced strength, and soon Penny found herself flying back, the air carrying her for a few mere seconds before she crashing into the glass of a building, breaking though it and finally letting out a pained yell as everything caught up to her at once.

Staying on her back, Penny could hear the Russian mans laughter as he walked away, listening to the thump, thump, thump of his footsteps, the sirens intermixing with it. She considered lying there forever actually, but some part of her stupid brain decided she needed to stand. So she stood.

And every part of her began to hurt like hell when she did, but she made it to the broken window, shaped like her almost, and watched as the Rhino carried on, quite happy with himself that he chose to leave the officers alone. And with one squad car, they could have chased him. Foolish, but heroic...

Or they could come towards the building she had been slammed into, like they were doing. "Really? I'd laugh at the stupidity but it hurts to breathe." She muttered, allowing them to get inside before she made her exit, not so gracefully jumping back out of the entrance she had unwillingly made and painfully swinging up to a building roof, stumbling to the edge so that she could catch sight of Rhino, watching as he walked on, unmatched.

She waited. For ten minutes, she waited for the thumps to stop. And they did, but they didn't stop the way she wanted them to stop. She waited for the roar of battle to take. She waited for the heroic cries of heroes to come. But nothing came. They were not near Harlem. Where the bulletproof man could have helped. They were not near Hell's kitchen where the devil could have uselessly whacked the giant man with his sticks. The Avengers never came... Police did. But they couldn't do anything. Not even their weapons seemed to have any effect.

So ten minutes later. When the throb of pain the sprung throughout her entire body didn't stop, she decided she couldn't wait any longer as the thumps faded into nothing, too far for her to feel. There was a reason vigilantes chose parts of New York, she figured. It was where they lived, it was where they knew. It was their corner to protect. But she was Spider-girl. She could get from one side of the city to the next in a matter of minutes. She didn't have one district. Manhattan was her city to protect in it's entirety. Hurt or not.

Letting out a sigh and biting her lip, Penny swung back down to the street and webbed her phone back to her, before giving chase to the Rhino. Wouldn't be too hard. Just follow the sounds of destruction.

And screaming.

 

* * *

 

True to her word, she reached the panic quickly. Rhino was breaking things for the sake of it. He was drunk with power. And rather then give him one more second of joy.

She swung in feet first, her heels connecting with the large mans cheek and sending him reeling as she flipped away from the web and landed on all fours, the shock of the landing making her legs tingle and arms ache. But she could ignore that right now. "Sorry Rhino. But we're not done yet."

Rhino, feeling along his cheek, spat out a larger then normal tooth and smiled at the girl, nearly pearly whites. She was jealous. "Pauk returns. I had assumed all your bones were pyl ' Seems I was wrong mm?" He offered, looking rather causal. Assuming she was no threat to him. "That was lucky and cheap hit. Not again."

"Oh, you seem to misunderstand. I'm serious now." Penny said, trying to sound menacing.

Sounded more like a croak.

Rhino laughed again and threw a punch at Penny. His large size and her Spider sense gave her a hefty head start however, and she jumped off the ground, easily avoiding it and landing on his large fist, which was just large enough for her to find some balance. In fact, she hadn't noticed it before, but balance wasn't much a issue unless she allowed it to be.

"Stupid bug!" Rhino yelled, attempting to clap his other big hand atop Penny. And perhaps most surprisingly, she let him. But rather then squish her like a bug, her hands caught the big hand, stopping it before it even reached her and getting quite the surprised gasp from Rhino.

"You thought you were the only strong one? Think again!" Penny yelled her own roar, firing a web into the large mans eyes while still keeping a grip on his hand with the other. Blinded, she then kicked off his arm and punched Rhino across the jaw, before following suit with several more punches, her spider sense warning her of his hands coming from behind, and with a quick flick, she kicked off his chest and flipped backwards.

Mid air, she looked at the blinded Rhino as he slapped himself, before firing two webs at his horn, raising her arms as she fell and when she landed, she brought her arms down with her, using all her strength to bring the Rhinos head down and slamming into the ground, but before he could get a chance to recover, she quickly jumped high into the air and fired two more webs alongside his head, before pulling herself downwards with ferocious force, her heel slamming into the back of the hard armor that was attached to Rhino's head, a brain rattling crack resounding as she jumped back and began to fire impact webs at his hands and head to keep him down despite herself.

Letting go of the need to keep webbing him and taking a deep breathe, she watched the still form of the large Russian for a few seconds, her body begging for her to just stop moving and lie down, her brain screaming at her to hit him one more time. Her spider sense?

Seeing a street lamp, Penny zipped to it, easily sitting herself atop the light as she noticed the several police officers that had gathered around the two, knowing they themselves could not stop the Rhino, but now that he was down, they could move in, and Penny was left wondering if they'd ask for her to stand down to. To not run.

They ignored her. Almost as if telling her with silent words that she could go this time. Vigilantes were not high on the police forces friend list... But it seems they could relent sometimes. Smiling an invisible smile, Penny leaped away and swung into the air. She had done her part anyway. No one could fault her otherwise.

 

* * *

 

 

A phone call later and a public bathroom she had sneaked into, Penny sat against the wall, allowing her body to ache and cry. She herself did the best she could to not actually cry. She didn't want too. She didn't think anyone would blame her. Hell, she was quite sure if she had suffered the pain she had before the spider, she'd be crying, peeing and most likely broken.

So this was an improvement on what could have been. But still, she was afraid. Afraid of what she might see. Afraid her insane healing, her healing that wasn't as good as Euna's, but still good, wouldn't fix her. She had caught a car that had been thrown at her, by ramming herself into it, only to then be hit by that same car, and by a Rhino. What had he said, anyway? Someone did that too him. Fixed that armor to him... Made him bigger then he should be?

She decided she didn't care right now. She needed a friend. She needed someone who she could talk too. Someone who wouldn't worry.

She heard the door be slammed open and closed shut. She heard lighting crackle, pop and hiss. "Yo! I sealed the door shut. No one else is here, you can come out now." Euna called out, and Penny slowly stood up, her body complaining more as she pushed the toilet door open.

Euna looked towards her, frowning. "I know I said you could text me and I'd get the number, but damn girl, a call, a location and you asked me to come alone and make sure no one bothers us? I feel like I should undress. Make up part was weird." Euna teased, expecting some sigh, expecting something from Penny.

But instead, Penny stumbled towards Euna, getting closer and closer till she could lean against Euna. Soft and firm, and Penny began to feel tears trail down her cheeks, mesh with mask and flesh. She could taste them. She hated them.

"Hey? Penny. Yo, whats up?" Euna's hands came to the girls shoulders and Penny let out a small cry of pain at the contact, feeling the hands leave not a moment later, "What?"

"Sorry..." Penny said, her throat dry. So dry. Peeling away her mask, Penny let her arm fall to her side as she looked to Euna, not wanting to look at the mirrors, not needing too. The mutants face was a mirror enough.

"Holy... Girl. I.. Who. Who did this! I will murder them." Euna raged, her features growing violent, so much so that Penny could only laugh, only to moan. She was fifty percent sure her ribs were bruised... Maybe a few broken.

"I dealt with them... Ish. Giant Rhino." Penny said, deciding to look into a mirror. Her face was black and blue, strange in the sense there were lines where pipes had slammed into her face. She didn't want to imagine under her suit.

"Wait... That was you? They reported on the news some giant guy dressed as a rhino was destroying stuff, only to be taken in by police custody." Euna asked.

"I... Found him. Just walking. Suit was stuck to him. I tried to help. Hurt him accidentally, the suit is like... Attached to his skin. Managed to defeat him. After a car slam or two." Penny said, the short version of the story.

"Huh. See. We mutants kinda have a rule. We can't go out and play vigilante. SHIELD and mayor rules. Only time we can help out, is if it involves another mutant, or it's a case like the invasion." Euna explained. Kinda telling as to why Penny didn't see a lot of people. Hell, her actions, as much as she hated to think it, were indeed illegal, because she didn't comply to a higher power. 

She just did her thing. A vigilante.

"That sucks... But hey. I don't have a rule. I... I did it. Didn't I?" Penny asked, getting a nod from Euna.

"Yea... You did. You want to sleep don't you." Euna stated plainly, and Penny couldn't help but nod, "Yea. I know how you feel. But the toilets are not a place for you to sleep."

"Mmm. Help me... Clean up. I need to deliver a photo. Then go home."

Penny and Euna spent the next hour making it so that she didn't look like a abuse victim. It was shoddy work, and if one was to care why her entire face was caked in makeup, then the jig would be up, and it was certainly going to melt when she put the mask on, but it worked. And she hoped it'd work for the next few hours.

"Friday." Penny said, watching as Euna packed up her makeup supplies. "What are we doing on Friday." Penny asked. Watching a hesitant Euna think about the answer. A strange look for the demon looking mutant.

"It.. It was going to be a surprise. But seeing as you look like you're not in the mood for those. I was going to take you out. I was going to make a fake ID for you. Take you to a club I go to regularly. And make it so you had a fun night. Along with me. Because I always have fun. And I like you Penny. I like what you do. And I think, you need a night out... So... Please?" Euna said, wincing as she expected a no.

Penny grabbed her mask, and pulled it on, looking at Euna with her still eyes. "Sure... One night. No promises that I'll enjoy it. Want me to wear something." Penny said, feeling better then before. Euna had that effect.

"I'll handle the clothes. Come to the mansion by six." Euna finished, before pausing for a moment to glance at Penny, "Those eyes look real scary you know. Just so still and lifeless." She then smiled, walked up to Penny, and gave her a hug. A small one, but a comforting one. "Thanks. And kid. Look after yourself better. Heroes shouldn't be getting themselves hurt like this so early in the career, how the hell are you going to get home every night if this is how you end up... By the way. How am I getting out of this bathroom?"

 

* * *

 

 

Returning home, Penny fretted over her clothes. They fit over her loosely, but she was wearing a long sleeved shirt, a jacket and jeans. She had glanced her body. She didn't want anyone else to see what she saw. It wasn't bad. Of course not. She was just a mix of black and blue and pain. But there was no way she could logically explain that she had been hit by a car, or how all those bruises showed up. 

Taking a deep breathe, she opened the door to the smell of curry, and noticed Ashford and Eddie conversing near the lounge room of the apartment, which was really just the kitchen and dining room cut into three parts.

Ash was the first to notice her and waved with a smile his bandaged hand, before elbowing Eddie. "Good to see you're home early. Come sit, we're watching this movie based on the invasion. Stupid. But ah. I kinda love it." Ashford said, waving Penny over.

With a shake of her head, she slowly raised a hand to say no, but gave up and instead stumbled to the kitchen. "I'm good. Can I have some of this to go?" Penny asked, rounding into the kitchen part where Gretcher was hard at work.

"No problem. How much?"

"A lot."

"A lot it is." Gretcher answered back as she pulled out a rather large bowl, and, without leaving the rice, raised a hand. Penny watched as the curry lifted from the pot it was being simmered in, the liquid sauce taking a almost solid form to carry the meat towards the bowl as she poured rice into it, before with a click of her fingers, the curry swirled and dropped into the rice.

Blinking, Penny felt like shrugging and just taking the bowl to her room, but she had to take a moment to glance at Gretcher, who glanced back at Penny. "Foss not my real last name. Means Waterfall in Norwegian. Felt acceptable for my gift. To manipulate water to an extent." Gretcher explained, smiling softly, almost sadly at her hand.

"...That's... I'm not sure if awesome is the right word. I don't know what the right word for that is." Penny said, rubbing the back of her head, doing her best not to wince because of the act. She really needed to get use to pain.

"Feels like the right word for now. Thank you. Enjoy. I felt creative today. Tell Ashy to stop watching himself and get some. Brock too." Gretcher motioned, before grabbing another three bowls.

Taking her own, Penny moved over to the couch, watching as Ashford laughed to himself, rewinding a scene in the film. "Dinner is ready... Gretcher said to stop watching yourself?" Penny asked, watching the film. She had heard of it, sounded more like a documentary, but never cared to actually watch it herself.

"Ah. Well, there are parts where they show recordings of the event, among a few of those, are recordings of people helping each other out during a crisis, obviously to remind everyone that in times of need, we should help others. Turns out they included a recording of me, watch." He hit play as he got up with Eddie to grab their own bowls. She considered just leaving, but curiosity got the better of her. 

She saw Ashford, without the scruffy beard, working with other firefighters, pulling a family from a partially destroyed building, when one of the reptile like invaders suddenly arrived on the scene, metal gauntlets shining a brilliant blue energy that could cut though anything and anyone.

Yet with the camera focused on the alien, Ashford suddenly came into the picture, a axe in his right hand, where he got close and avoided a swipe from the claws, only to then with a single hand, return his own swing, the head of the alien coming off with a greenish blue like explosion that had been blurred out, only for him to drop the weapon and move on back to helping the others.

Otto had said something about him being a solider, but that was... Surprisingly. Still, she was tired and hungry and rather then stay to ask Ashford more about it, she moved to her room. Where she dropped her bag, ate and then dropped into her bed, ready to sleep...

Yet she could and couldn't. It took her a hour to get there. And when she did, she woke up at one am, an hour passed before she decided to give up on sleeping.

Insomnia. She hadn't had that in a while... Or more as of late. Maybe the excitement of getting back into the field as Spider-girl had staved it off, but it returned just as quickly it seemed.

Looking at her window, seeing how high up they were, Penny cracked her next and got to work. This window wasn't made to be easily opened, so she adjusted it so in the next hour, till she could open and close it. Not that she had to worry too much, no one was going to climb a wall to get in though her window.

Pulling her mask from her bag, Penny pulled the window open and easily balanced herself on the the rail, her mask back where it belonged, hiding her face. If she couldn't sleep. She'd just be Spider-girl. Nothing wrong with that.

Right?

**Notes for the Chapter:**

> So, yea, I'm a lazy shite, only starting writing this today at the 18th of Feb. Had a lot of life to do, which isn't an excuse. But hey, here I am, and I am writing.
> 
> P.S. Saw Spider-man, into the Spider-verse. Neat movie.
> 
> P.P.S. 3rd of March, seems a lot faster then the last chapter along with being around 8500 to 9000 words. By the way, got to ask for anyone that cares, would you prefer if I kept with using words for numbers? Like one, two, twenty-six and so, or y'all okay with 1, 2, 36 and so. I used words because it felt... More natural. But idk. Was enjoyable to write, always thinking of what this character can do(Such as Rhino.), how it can teach this character of mine (Pen) and what to do with them for an ending(And when I should bring them back.). Also how much I should hurt Penny lol. I'm terrible.


	14. The Spider Menace.

**Summary for the Chapter:**

> Penny continues to gain a reputation among all, but a reputation isn't always the best thing to have, certainly so when that reputation keeps getting you into trouble.

"I don't get why I'm here sir." Steve Rodgers said, getting comfortable in the chair oppersite of Fury, Tony to his right, standing. Both had seemed tense, which led Steve to wondering all sorts of reasons. An attack? A mission so dangerous, lives were at stake before it even began?

But Fury answered by sliding over a holographic projection of a woman dressed in a spider like spandex suit fighting a large man dressed as a rhino. He'd seen weirder things. But that certainly topped the charts. "Okay?"

"Cap. We're going to have to be straight with you here. And trust me when I say I'd have rather kept you out of the loop." Tony started, reaching for the image and pausing it, before editing it to someone inside a building. The woman had just caught a car that had been thrown by the larger man who held it as if it weighed nothing, saving a couple of officers in the progress, before he paused it again. "That. Is a girl going by the name, Spider-girl."

"Girl?"

"Fifteen, five going on six months ago. Whether she is older or not since, we're not sure." Fury in turn said, a single eye watching Steve.

"I've heard of her actually. She was in the Daily Bugle newspaper's front page. Threat or Menace." Remembering back to the article, Steve had thought there was nothing nice to have been said, however he had not read too far into, despite the amount of people who seemed very interested in it.

"As much as Mr Jameson as a reliable source on the matter is to be questioned, recent intelligence might support his claims." Fury stated, flicking the projection to Norman Osborn. "Now Cap. This information... We want you to know that it was with our best intentions."

"I get that. Ether tell me or keep not telling me."

"As you know, I am working on a very special project known as Ultron. An V.I that could help protect the world though a cybernetic force. Norman Osborn... Was working on a very secret project. Project America." Tony explained, leaving Steve to nod his head. He knew of the first, and felt like he should have known of the second, which explained the affair they were having here.

"And Project America. I assume it had something to do with me?" He asked, getting a sigh from Fury.

"Yes and no. The project was, in a sense, our attempt to recreate you. Not you, but the serum... We were trying to make more super soldiers." Fury finally said. Quiet taking over the small room as Steve looked between Tony and the head of SHIELD. Before chuckling a little.

"Hah... Okay... You're kidding right? With Erskine dead and his super-soldier formula lost, I was told that I'd be the last super solider possible." Steve said, that angry, defiant look in his eye, one Fury had gotten use too. Mostly, it was aimed at earth's foes. Now, it was baring down on him.

"It wasn't lost... Not exactly. Tests conducted on you meant we were able to create... Something. A replica. A bad one. It could make people like you, but... It killed them. For three decades, we've tried to make the formula work. Till Norman Osborn." Pausing, Fury moved the projection closer to Steve so that he could read though the information.

"We contracted him to do it. And it seemed he was making quick work of something our very best couldn't figure out. However, as he told me, he was on the verge to making a exact copy of the successful formula... Only." A image of Spider-girl would reappear. "She took it. Apparently, she made claims that she had simply killed the Spider, that she was a mutant. Osborn disagrees. He came to me about a week ago. Told me that the Kingpin had been pressuring him into making the serum for himself. So, he retracted our contract and we swept his facility and took back all the work he had done. Captain. That girl is you. The very second success, the very second Captain America. We don't know how a fifteen year old girl figured out how to fine tune the serum so that it didn't kill her, but she did. We're also not sure how she was able to mutate it so that she could cling to walls."

"Unless Cap never tried, wanna give it a go?" Tony interjected, but found silence his only applause, so he too went silent.

Seconds of silence passed as Steve took in the information. He closed the projection down, leaned back into his seat and looked at Tony, who seemed as content to the silence as he. Before finally asking the big question. "So... What do we do with Spider-girl?"

Fury looked to Tony, who fixed his tie and reopened the projection to another image, of several similarly designed robots. "I was thinking that we pit one project, against the other. Ultron vs America."

"I'm quite sure she's helping people here." Steve said, looking like he objected to the idea of using the girl as a lab-rat.

"Look at it this way Rogers. She stole a very special formula from us. Doesn't help, that we can't find her. Ever. She seems to have a knack for knowing when she's being looked at. And how to avoid being looked at. We want to find her, we're going to need Ultron to find her and bring her here for questioning. When's she's out doing what vigilantes do." Fury said, his word rather final.

Steve sighed, expanding the shot of Spider-girl with a frown. "I don't like this. But alright. We don't know her motives. We don't know the whole story. She could be good, or bad. Sure... Can I be here for when she's... Here." Steve asked, getting a nod. With a final look, he stood up and left the room, flanked by Tony. "I really don't like this."

"I don't ether. But he's right. If she stole the formula, and was able to work it for herself... She's a dangerously smart kid. With unknown motives." Tony responded, a buzz ringed from his pocket as he pulled out his phone. "Hmm."

"What is it?" Steve asked, opening a door for the two of them.

"Nothing. Jarvis just said that something weird fluxed inside Avengers tower. Power went and started again. He said it was nothing but... Jarvis confirmed it. So he decided to just... Make me worry." Tony responded, sighing as he put the phone away.

"I'm sure he had a right reason to worry Tony... Back to the Spider... Girl? Do you think Fury is perhaps going a little too overboard?"

"The man likes secrets when he can keep them. Besides. She's technically a dangerous thief... Personally. I like her. Well. Like in that she apparently bossed Natasha and Clint around." Tony chuckled, stepping outside and stretching his arms out as he smiled to Steve. "How bout you join me? Why wait till she gets here? Maybe you can even convince her to stand down." Tony said.

"Why would she stand down for me?"

"Well. Isn't that obvious? You're Captain America."

 

* * *

 

 

"All I'm saying is that the Kangaroo is not a great villain name. How about the Leaper? Or Jumpy. I'd even take Roo." Spider-girl called as she jumped to the side of a water tower, the bank robber with the seriously dangerous legs currently pulling one out of a roof.

"I spent years living among Kangaroos. You dress like a Spider, call yourself Spider-girl. I get to call myself Kangaroo." The Aussie replied, angrily shouting at the vigilante as she rested her back against the tower, her feet keeping her from falling.

"I get it. But Spider-girl sounds awesome. Kangaroo... I mean... Doesn't? And I swear the Kangaroo's will eventually copyright you, you're so much safer going by Roo. Can I just call you Roo?" The girl teased, smiling under her mask as the man continued to grow more angry, escaping seemed to have been forgotten as a course of action. One he should have taken instead of jumping right at her, fast, quick and dangerous.

Which if they were not facing Spider-girl, he might have seriously hurt her, rather then her flipping away as his legs punctured the water tower, water leaking around his thighs before webbing suddenly closed up the holes, along with trapping Kangaroo to the tower. "Okay Roo. Here is the dealio." She'd start, webbing the case of cash from his hand to her own. "I'mma leave you here. Those legs are tough so any pressure from the water inside that tower shouldn't do much. Try not to kick the police when they get here. Ciao." Penny finally said, giving a bow as the Aussie fruitlessly struggled to escape.

"This won't keep me forever. I'll escape and get you back for this Spider-girl! I swear this, for my name is Kang-" Roo found himself silent as a glob of webbing shut his mouth tight.

"Next time then Rooie booie." Penny laughed as she jumped from the building, webbing her camera to her before swinging by the bank that Roo had taken from, dropping the cash on a swing by before moving on. 

The police had been following the two, so they'd find Roo soon enough, but it was clear their stance on vigilantes was still very shallow. She'd hope the whole Rhino scene would have at least solved some problems, but it only seemed to have created more. And here she was, taking more photos that were going to ruin her image.

 

"I can't believe he slandered my name! I tried helping the guy and he attacked me! How am I suppose to know the guy was a Russian mobster inside that suit, I'd have not tried to help him, which is how that whole thing started!?" Penny quietly angered at Euna, who was playing with her food as she eyed the newspaper.

"Nice picture. How'd you manage that? Might I ask?" Euna said, clearly trying to change the subject. And it worked.

"I made web shooters. You think fine tuning a old camera to take pictures every 5 seconds is hard? Sure, it runs out of film quickly and I can't move it. Like, with Roo just earlier, I pretended that I lost him, when really I just got ahead of him and planted the camera, then did my best to lead him to the roof where I'd get the best shots... Wait. Oh, that picture? I put my phone on a timer and then timed my attack." Penny said with a shrug, before getting to her lunch. She had worked up a bit of hunger chasing that guy.

"Mmm. Penny, I love the idea of you actually skipping school to do your thing. But, and I can't believe I'm saying this, you shouldn't do that often. You're smart. Like, damn girl. You should be here, training that mind, and doing the whole. Thing. After." Euna said quietly as a few students passed them.

"I know. But I just kinda felt the urge to swing around. My classes are fine, and we have that night out tomorrow, plus. I've been on a role. Every day I've taken down at least half a dozen thugs, and I only got hit once!" Penny smiled, feeling quite proud of herself, only to listen to Euna's laugh, almost a mocking one.

"Thugs. Penny. Ever notice that when it isn't thugs, you tend to get your ass beaten. Normal humans can't compete with you. Until you're fighting someone better then you every day, then you can feel proud... Sorry. Just. I think you're getting a little too big for your suit." Euna said, a slight frown anchored to her features. But that soon went away as she raised an eyebrow in Harry's direction.

"Mmf. Can we invite your friend along? The hair is weird but he certainly has a charm too him..." Euna almost purred, getting a disgusted look from Penny.

"Noooo. Me and you right? Besides, he's got his eye on someone else." Penny said, a soft sigh coming from her as Euna's attention was brought back to the girl.

"You? Ha. Sorry but from what I've seen. You're more like a little sister."

"What? Noo eww. I meant MJ." Penny said, reaching over to hit Euna on the shoulder, only for the mutant to lean back with a evil grin.

"MJ? And who this girl that Harry supposedly has his eye on? I don't see him with her." Euna said, glancing the crowds for someone who wasn't here.

"She... She was my neighbor. She stayed at my old school with the rest of my old friends. I tried to keep contact with them but... I got distracted. Besides. I only really became friends with her because of... Nevermind." Penny stopped, letting out a yawn as she did.

"...You're bruises healed up nicely. Too bad the bags don't heal. When did you last go to sleep?" Euna then asked, making Penny look away as she lightly touched at the discolored skin.

"...Yesterday. Don't worry about it. It doesn't affect me. Just some insomnia, I tend to get it bad every once in a while." Penny lied. She hadn't really slept in the past three days. Maybe an hour in-between.

Staring down at Penny, Euna shrugged as if the word was enough, before picking up her scraps. "Well, lunch is soon over. I got another wonderful lesson with miss no emotions."

"Hey, Gretcher has emotions. She just... Doesn't use them. Often." Penny said, scrunching up her nose. Euna wasn't exactly wrong. But she still was!

"Whatever. See you tomorrow Penny. We're gonna have some fun!"

 

* * *

 

 

"Parker! Just the girl I wanted to see. You got me more pictures?" Jameson said, smiling up at Penny with a cigar between his teeth.

"Umm. Yea. I do. Hey, Mr Jameson, I wanted to ta-"

"Yea yea yea. Give them over." He interrupted her as Penny gave over the drive, where she had culled the bad pictures and kept only the good ones.

"Sir.. I wanted to talk to you about your last paper." Penny finally said, looking down at the man as he looked the pictures up and down, one by one, seeming to ignore her till he surprised her.

"What about it? You didn't like it? Too bad, I pay you to get me pictures, not to criticize my paper." He said.

"Well, it's just. I feel the title isn't correct." Penny said, giving Jameson pause as he looked up to the young girl.

"Oh... How so. Ms Parker."

"Well. Threat or menace? She took down that raging Rhino of a man. She saved lives." Penny argued, watching the natural expression of the head of the bugle as he listened, watching his sigh as he stood up and walked in front of his desk, leaning back against it.

"I won't lie. She did. She did, after starting the fight. After vanishing for several minutes so that the freak could cause carnage. After causing some serious property damage to a nearby building. What you have got to understand Parker, is that Spider-girl is no hero. She is a vigilante. One of the rare few that operate in the light. Thus she has now become the figure head of all Vigilantes." Jameson spoke softly, but with a firm voice that kept her silent as he had spoken, but he wasn't speaking now, and she didn't need to be silent.

"You can't account for everything! I saw her get hit by a car. I saw her save people." Penny stated, half truths. Of course. She had been the one doing those things.

"I did say that she did save those lives. But witness reports state he wasn't as violent till Spider-girl came along. If that vigilante hadn't come along. Let the police handle things. Then maybe six people would not have been hospitalized by the carnage of the Rhino while she was licking her wounds. If you don't like what I publish. You're free to take these photo's back Parker. But I speak the truth, and as long as you work for me, you will accept that truth." His words stung, so much so that Penny remained quiet for a whole minute as the older man returned to his seat and looked over the photo's again.

"..I don't work for you..." Penny then said. She didn't have a answer for the rest of his statement. Not when it started to sound true, not when she'd be risking her identity to argue it further. But those words. Her working for him, those stood out. She was freelance, kinda.

"Mm. I like your willingness to get in there. And your luck. How did you take these photos?"

"I climbed up a fire escape." Penny answered almost reflexively.

"See! You work to take these photo's, and you have a steady hand. You bring in photos of Spider-girl and other vigilantes, events, the whole shizbang. I'll pay you. And only you." Jameson offered. And it was an offer. She could have a job.

"Wait... Isn't that Eddies job?"

"Brock? He's not you kid. He does his job, but he's lacking. I'm keeping him on for now, but I expect you'll eventually pass by him. So. Should I start writing up your payment?" He said, raising a questioning brow at Penny as she tossed and turned the idea in her head. A job... But she might be risking Eddies job... But a job. A job she could easily capture. No pun intended.

"I... I'm in."

 

"Hey kiddo. I'm proud of you! A job. Most kids your age don't actually get a job so you're proving them wrong huh!" Ashford smiled, confusing Penny on his meaning but shrugging the confusion away, she was just happy to have him complimenting her.

"I mean, I have Eddie to thank. I'd not have gotten even close if he hadn't suggested the idea to me. Or gave me his old camera." Penny admitted, looking at the ground shyly.

"True! Eddie, better watch out or my cousin might be earning more then you do." Ashford laughed, slapping his friend on the back with a clearly strong hand. Penny stared at that right arm. The left, covered in bandages to hide a burn scar 'too hideous for the naked eye.' As Ash explained it, then the right arm. Almost perfect. She had thought about the sight of him beheading the alien. Reptilian in species.

Tough hide, added to the fact with one hand and a fire-axe, Ashford was able to decapitate it? Logically, what he did was impossible. Logic would have been he missed, or barely cut into the flesh, muscle and bone, hell, if it had bounced off the rough hide, she wouldn't have been surprised. But beheading in one, clean swing?

The more she learned about her distant cousin, the more she realized she knew nothing about him. He was friendly, calm and there. If you asked her, she couldn't see the solider Otto talked about, nor the man that killed an alien with impossible ease.

Something for later. Now, she had something risky to talk about. "Hey Ash, could I talk to you for a sec?" Penny asked, stepping away from the common room, waiting for Ash to follow, and he did, a curious look on his face as he got close.

"Yea? Something secret?" He asked, a knowing grin lighting up on his lips.

"No... Maybe. Umm, a friend asked if I could go out with them tomorrow night. I just wanted to make sure that'd be fine with you. It won't be dangerous! Or illegal." Penny lied...Ish. She wasn't exactly sure where they'd be going. Just that the idea of her having a fake I.D wasn't the most encouraging thing.

Ashford remained silent, she could see it in his eyes however. The tossing. The gears, clinking and clunking. A busy mind deciding what was the right answer. One she could only hope was positive.

"I don't know... I got to hand it to you Penny. Most kids wouldn't say a word. You'd have gone and I'd have not known or learned later... So. Lets trust each other. You got my number, I have yours." Ashford started, and Penny felt a weight fall off her shoulders. He was practically saying yes.

The small reminder that she had broken Claire's promise of keeping the hero phone a strictly business phone was a little bit of a sting, but as soon as Euna got the number, Penny just gave the number to those that mattered, Ash, Harry, Gretcher and Eddie... She didn't have a lot of friends. She'd need to go see MJ and the gang at some point. "Sooooo."

"Yes, fine. I trust you'll be safe. You practically spend every day out anyway, at least now I won't have to worry about you taking photo's in dangerous places. Honestly Pen, you're a magnet for trouble."

"Oh Ash, you have no idea."

 

* * *

 

 

Staring at the lenses of the old camera Eddie had given her, Penny played with the toggle that opened and closed them, watching how the folds retracted and expanded, for a moment, she very lightly pushed on the toggle and watched as the lenses slowly opened up. 

Euna had said the eyes were creepy. Honestly, staring in a mirror at the lifeless spider eyes, Penny could agree... And this camera was giving her all sorts of ideas. Ideas she had no clue how to implement into... "Outside.. I could use a plastic outside. Tight enough that it looks apart of the mask, and use the small narrow space between the mask and the eyes to put lenses in that could shift... That'd also allow me to adjust my eyes to the stimuli. While it isn't a bother as it was before... Being able to adjust myself too it like that. I don't know how I'm going to do it. But I am going to do it!"

In her suit, her bag attached to a wall, Penny had lodged herself between two alleyways, nearly half way to the roof as she fiddled a little more with the camera before putting it back into her bag. "I don't need a new picture today. Too many and Mr Jameson might get a little suspicious, besides, Roo is most likely going to be the most exciting thing that happens today." With a sigh, Penny leaned forward, her feet keeping her from falling as she put her hands on the wall they stuck too and started to climb to the roof.

From there, she did her usual patrol. Moving though the city like a blur, keeping her eyes and ears open for any disturbances. Something that didn't look like it was meant to be.

She was also getting to know the city quite a bit. When you got his aerial view, you just... Remembered. The street, the name. The district and the boarder.

After a minute, nearly two of swinging, she had made it from mid-town to Harlem, and not a criminal in sight. She could hear sirens every few minutes, but when she chased after them the situation was ether dealt with or close enough that she wasn't invited.

After an hour of useless searching, a refill of web fluid and a conversation with a man about the pigeons that infested the city, Penny was just about to call it in... Or wish she had a space for her art book. She had put a pouch in her utility belt for cash in case she got hungry, but it seems she was going to keep doing that, adding more and more till her belt was more space then belt. "Hmm... If only... A police scanner maybe? I'd have to have access to their... Hmm. No way I could get one city wide. Not easily. Why is everything so hard?"

Lamenting the pain that was life, Penny stood up and let out a yawn. All this extra activity was making her tired. More tired then she already was... Maybe she should go home and get some sleep. Try at least. She wanted to look nice for tomorrow anyway.

Taking a moment to consider where she was, she suddenly found her senses blaring in warning. Not her senses... Spider-sense. She cartwheeled forwards, pushing off her hand, twisting and flipping to the edge of the building she was on, landing with a perfect balance as she was now facing behind her.

Silent as the wind, three mechanized units stood floated in the air behind her. Not silent, now that she focused on them. Their thrusts were silent. Actually, the whole design of them screamed one name. Stark.

The lead of the trio floated forward, his eye sockets glowing a blue like color. " _Spider-girl. We request that you stand down by orders of SHIELD and allow yourself to be detained by these units for questioning."_ It's automatized voice spoke, remaining in place, waiting for her to answer.

"Ummmmmmmm. Who are you?" Penny instead asked, not sure if she was talking to someone or... Something.

 _"We are the mechanized police force known as Project Ultron. Ultron for short. We request that Spider-girl stand down."_ The Ultron unit continued, answering her and restating it's desire. Which... Was awesomely weird.

"Hold up... No one is controlling you? Are you an A:I? You're an A:I aren't you! That's so cool... Wait, why are you requesting I stand down? I didn't do anything wrong. I'm pretty sure I didn't do anything to upset SHIELD." Penny mused, acting quite non-chalet to these platforms that would otherwise feel quite menacing.

 _"....We are a Virtual intelligence under the designation Ultron. Final warning, you are to stand down under the orders of shield for the crimes of stealing highly classified information."_ The lead unit landed, walking closer, it's blue lighted eyes staring down at Penny as she looked back up at it.

Of course. Things just kept getting weirder and weirder for her now that she had this suit on. "Look. I didn't steal anything from SHEILD. And... I mean. I don't think you're a V:I. The way you answered those questions... It didn't feel... Automated. That felt like you were answering me of your own design, hell, the way only you are speaking to me, yet you keep saying we feels forced... I'm having a conversation with a robot. I really should get some sleep." Penny muttered, standing up. She reached the robot's chest, and it did feel imposing this close.

_"Your words are of no matter. I have been ordered to bring you to Avengers tower for detainment and questioning until further notice."_

"Mm, as much as I love the idea of going to Avengers tower. Gonna have to say a hard no to the detainment and questioning." Penny answered, hands on her hip as she rebelled against Ultron's wish... Did it say I?

 _"Spider-girl has refused a peaceful detainment."_ Ultron said, before it's eyes went from that blue to a glowing red and cold metallic hands grasped Penny's shoulders.

"Hey!" Penny yelped as she was lifted off the ground, shaking in protest, but not making any progress. It's grip on her was hard!

 _"Don't resist."_ The bot ordered, and with a defiant growl, Penny tucked her legs in before kicking at the bots chest hard, finally escaping Ultron's grasp as the sockets of his arms were promptly ripped off, the metal fingers slackening as she freed herself before falling to a untimely pain, firing a web and catching herself into a swing.

"Christ that was weird. I need to take a moment to breathe... Oh no." Penny frowned as the sound of thrusters followed after her. Three of them. She spun mid swing to get a look behind her to see the armless Ultron, followed by his more armed brethren. "Seriously guys? Guy? Is it like, one Ultron or multiple." Penny asked as she let go of her webbing mid arc to fly high into the air, the Ultrons promptly passing by her before making a move to redirect themselves back towards her.

But in the moment they were doing that, Penny swung kicked the center one, pushing it past the other two before she kick flipped off the Ultron unit and fired two webs at their chests, grasping both webs into her hands, she then twisted as she started to fall so that she'd swing the two Ultron's as she flipped before using the momentum to slam them both towards the ground.

Surprised gasps rung out as the Ultron units recovered, one having hit the road, another having hit someones car, a sight Penny saw as she landed on the ground. "Oh! I'm sorry!" Penny called out to whoever owned the car, before deciding that perhaps the street wasn't the best place to be. Above it or on it.

A roof? That was an entirely different scenario right there. Penny quickly zipped up to a roof, moving inwards as she considered what to do next. These things could fly. They'd find her... Maybe. She was quite sure if she employed her Spider-sense, maybe she could escape them. Unless they had thermal vision.

So. Her best bet was to just wait. It was a pretty open roof. Benefiting in that she'd know if someone was coming, not so much in that she'd have no cover. But she had her webs. She had the advantage...

Maybe she could talk this- Penny found herself jumping upwards, flipping upside down and reaching down for the weapon that had been thrown at her. Her finger tips brushing and then sticking to a flat metallic surface of a shield as she landed back on her feet and turned, her jaw dropping at the sight of... Well. Her heroes.

"Holy majoly you're Captain America and Iron Man! Steve Rodgers and Tony Stark. I mean, Wait. No I got that right. Umm, is this about those weird machines? Cause I took care of... No I didn't... They work for SHIELD.. Aww, you guys think I stole something too don't you." Penny slumped, amazement met with immediate disappointment.

"Stole something? Funny story, we think we know what you stole. And seeing as you know us, I think you should introduce yourself, mm?" Iron man said, setting himself down as the three Ultron units came up from behind her, landing a few feet away, silent and not moving.

"Me... Me? Right, right... I'm Spider-girl!" Penny answered, getting a look from the two, before glancing down at the weapon stuck to her hands. She had Captain Amercia's shield...

"Right then. Spider-girl. We knew that name, was kinda hoping for maybe a Julie. Susan? Sarah?" Tony continued, only to be interrupted when Captain America stepped forwards.

"Spider-girl. We think you stole a formula from Norman Osborn, experimented with it, and then injected yourself with it, is this true? Also, I'd like my shield back." He said, getting right to the point in perhaps a way that was meant to make sense.

But for Penny, it didn't. "Stole? I... I didn't steal anything. I tol... I'm a mutant, I just-"

"Cut the crap. Fury went to Xavier, Professor of the school for mutants. He confirmed for us you're not a mutant, otherwise, you'd be with them. Fifteen right?" Tony cut her off, and Penny felt her jaw slacken. Fury? Xavier? Those were two very important people. Very, very important people that shouldn't give a single care for Penny Parker... 

 _But they didn't._ They wanted Spider-girl... Spoke about Spider-girl. Why was Spider-girl so important? "Okay... Fine. I didn't steal anything! I... Got bit. By a spider. And I'm sixteen." Penny finally said. Hoping they'd leave her alone with that. They had too right? She was telling the truth.

 _"Target, Spider-girl's pulse is normal. Highly unlikely they are not lying."_ The lead Ultron said.

Penny looked to him, thanking him silently for his seemingly strange feature to have of bio signature checking. "Thanks... Sorry about the arms." Penny said, shrugging sheepishly, but the robot simply... Shrugged.

"Well, lying or not, we need you to come with us." Tony continued, directing Penny's attention back to him.

"I mean. I'd like too. But, I really want to go home." Penny answered, glancing about the roof. Not a lot of places for her to go...

"Don't worry. It wouldn't be for long. Just a few days." Steve said back, before pausing for a moment as Penny seemed to fidget at the sound of that. "Do you... Know what it is we think you stole?" He then asked. A question she could finally answer. 

"No! I... I told you. I didn't steal anything. I got bit by a Spider." Penny said again, and that was when it clicked. She had been thinking about it this entire time. "The Spider was a genetic experiment... And it's venom changed me. I didn't steal anything."

"What? Are you saying it was a accident? A spider with the Super solider serum, the very same serum that made Captain America here, bit you... Accidentally? I don't really think so."

"Well screw you! That's what.. I didn't mean that. I did... But I didn't? Look. I'm just trying to use... Wait... Wait wait.... Just give me a moment to think... Su... I... Ahh!" Penny yelled, growing more and more frustrated with the growing headache and the growing conflicting confusion. She needed to be alone. She needed someone. She...

Bending low, Penny jumped high, alarmed yells on deaf ears as she fired two web lines to the ground of the roof and pulled herself back down, her feet crashing into the roofing and collapsing it, her body being jutted and ribbed as she landed on the second floor of a... Gym. She could tell it was a gym because it had dumbbells. Gyms have Dumbbells right? "My ribs hurt... Mmm."

Walking over to a nearby seat, Penny sat down and examined herself. No cuts, most likely her ribs were jutted by stray bits of wood and she was just being a whiner. Letting out a breathe, she began to consider what to do with the five... Problems, above her when suddenly the hole in the roof broke open and Captain fricking America dropped down, his arms risen above his head. "I'm not here to fight."

"Me nether. But now my arms and ribs hurt. That Ultron guy has some... Guy, Have you spoken to it? I feel like I'm talking to someone who doesn't know they're a someone... I didn't steal anything." Penny said, crossing her arms. Here she was, meeting her hero... In the most undesirable ways. In a form she didn't want to meet him in. She'd have loved to meet him as Penny Parker... Not... Not Spider-girl.

"I believe you. I don't think a sixteen year old girl would steal something like that and then get herself a suit to go fight men dressed as Rhinos." Steve said, walking over and sitting next to her.

"And a guy dressed as a skeleton. And a guy in Iron man armor. And someone calling themselves Kangaroo." Penny listed off some of the fights. Deciding perhaps not to mention the whole X-men thing.

"Hmh... Where you from?"

"Queens."

"Brooklyn myself... Why do you do this? Dress like this. Fight." Steve Rodgers asked. Asked her.

"I... Because I have this power now. I got bit by a spider and now I'm strong and fast and... I have a responsibility to use all of that to help people. Because when I don't... People die. And if people know who I am... More people die. It's why I have go home. It's why I want to finish my task for physics tomorrow." 

"Heh. Not the discussion I was expecting honestly. But I think I get you... Come with me." Steve said, standing and heading for the stairs.

Curious, Penny followed him down, watching as he put that legendary shield of his down and looked over a punching bag. "What... Okay. I'm confused."

"Well. I told Tony to let me talk to you. But, we can talk and experiment. You're like me. Someone normal. Made so much more from a serum. I was chosen, you were not. I was injected... You were bitten by a spider. So... Punch. Punch this." Steve said, rocking the bag and stepping away.

Frowning, Penny watched the bag sway to and fro, letting out a breathe as she considered it, stepping close till she was in range to hit the bag, she stopped and looked to Steve. "How... How hard. I mean. When you punch it. What happens." She asked.

"It moves... But I guess you mean, what happens when I'm not holding back. I'd rip it from the wood it's attached too, split it open and send it forward till it was stopped by a wall. But, seeing as I'm bigger then you and that the serums were drastically different. I don't think you will do that much. So... Just punch it as hard as you can." He said, stepping back to give Penny room.

Nodding her head. She'd focus on the punching bag. Filled with sand or whatever it was they were filled with, chained to the roof. She was strong... She knew that. But she doubted she was stronger then the man in the very same room as her. "Oh, here." Penny gave the man his shield back before focusing her thoughts on the bag in front of her.

Moving her fingers, she finally clenched them into a fist, and with a sigh, punched the bag, watching as it rocked forward. The impact was hard, and her fingers felt achy. Whoever these were for, were tough. "Look. I don't."

"Stop thinking. You're stressed... Here, after me. Take position. Put them up. Hip's square to who you want to punch, who, being the bag, like this." Steve continued, slow and easy so that Penny could easily replicate his moves. She'd seen it all the time in action movies, but never did it feel more real then watching someone now, copying them.

"Okay, deep, slow breathes... And when you're ready, punch." He stopped, letting Penny breathe. For a few short seconds, that is exactly what she did. And when she finally felt ready to throw the punch, she followed the motion's Steve had showed her, and threw the punch as hard as she felt she could.

She had expected. No, hoped, that the bag would fly up and hit the roof. That would have been an achievement. That did not happen however.

Instead, the snapping sound of chain and wood breaking and creaking, the explosion of sand and fabric covered the two as the bag was sent flying away, landing with a less then heavy thud as it flapped and rolled away from the two, stopping as it smacked into some work out equipment. "Ahhhh."

"...Well... I'd ask for a arm wrestle but I'm not so sure I'd win now." Steve said, looking at the broken bag before laughing. "Feel better?"

"A little... I didn't think I'd punch that hard." Penny said, looking down at her fist.

"Well. You got a lot to learn... You think you can come with us? See Fury. I'm sure we can sort this out." Steve finally said. The sole reason he was down here of course, was too convince her to go. She knew that. She knew this was coming. But she wasn't being overloaded with everything.

"...Okay. But ah. Can... We leave before whoever owns this place comes around?" Penny asked, feeling a little giddy.

"Sounds like a plan."

 

* * *

 

 

Penny let out a small breathe as she stepped out of the elevator. She could have come here in a variety of ways. Honestly, this wasn't one of them. Her... Guesses. She guessed maybe a school trip. Not... This. Not at all.

So many things, so many experiments and people working towards something. It was amazing, so amazing she had to pull herself from wanting to ask about everything.

It wasn't what she was here for, and with fully dressed and armored Captain America and Iron man flanking her, it was hard to really forget. She was here to meet Fury, the director of shield. Public information since the invasion.  All but his looks. Kind of. A lot of people said he had a eye patch. Secretly awesome.

"Okay Spider-girl. We'll try and make this quick." Steve said, reassuring her.

Tony on the other hand, was not as nice. "Depends on how long you make this Kid. Honestly, this has been more trouble then it has been worth. Even if it's been interesting."

Walking a final hallway, the trio stood outside of a door and with a shuttering breathe, Penny opened it, greeted by the sight of a bald head and a long jacket. Fury was facing away from her.

"The infamous Spider-girl... Well. Accidentally so, I'm being told." Fury said as he turned around, and Penny found that giddy excitement hitch, her muscles flexed and pulled taunt as she was filled with a overwhelming sense of... Hatred.

"You!" Penny snarled. Fury. The man. The legend, the boogeyman that heralded the avengers under a smokescreen, so invisible that people only knew the name and not the face... The monster that told her she was an orphan. The man that said her mother wasn't coming home. Nick Fury, the head of SHIELD, was also the man she had hated since she was just a child.

"We've met? See. I don't think so. I don't know many child mutates. We-" Fury began, but Penny was too angry. She...

"Alone. You and me. Alone. Please." Penny said, her breathing heated, and Fury stared at her, before glancing to Tony and Steve.

"Leave us. Tony, make this room isolated." Fury said, holding a hand up when the man was about to question the director. But the two Avengers relented, leaving the room, and as soon as they, the room suddenly felt... Weird, her spider sense could detect it. "This room is now the most secure place in the world. Not too attacks, but to devices, audio and video... We have some talking to do."

"Yea... We do. You killed my mother." Penny said, stepping forward, fists clenched, only to pause just before Fury had a gun pulled on her. "I hate you."

"I don't know you Spider-girl. Who are you? Hmm? You keep saying this but you are just a mask to... Me... Parker." Fury loudly muttered as Penny pulled her mask off, angry, his gun lowered so much so that she could reach and strike him now. But she didn't.

"How... I always wanted to know. How. From the moment you left the house. To the sleepless nights I had, crying. I wanted to know." Penny said. Asked. Brown eyes looking at the single brown eye of Fury, who stared at her with an astonished look.

Parker. Penny Parker. The young daughter of Sarah Parker. Agent of SHIELD. One of his best. "Penny... Parker... No.. You can't be. You were at the house. With Beck. This doesn't make sense... Can't make sense. Hold on." Fury said, turning back to the window, darkened, obviously so that anyone looking in wouldn't be able too.

"The house... You mean when that psychopath calling himself Mysterio killed my AUNT? No... I was going to a gang that wanted my blood because of this stupid serum that Os-corp had injected into 'spiders.' Only to get bit by one. Because if I didn't, the people of Queens would still be suffering. I had to choose between my Aunt, or people. And I choose the people. I... sacrificed my only family. Because it was the right... Thing to do." Penny said, tears choking her voice.

This was wrong. This. This was so, so wrong. Fury turned back to the girl. The girl he had planned to incarcerate. To perform tests on. To torture practically. "...You. Bleeding. Drugged and injured. Did all of that that night. You took the blunt of a car being used as bat against you, and still defeated Alexi. You're just like your mother."

"No! Stop it! I didn't even get to know my mom. She died. She died and I don't-"

"She died a hero." Fury said. Authority and a hint of sadness deep in his tone. "She died, on a mission that went wrong. She died. Making sure Hydra didn't get classified intelligence... She died. To make you. A facility went dark. The facility working on the super solider serum that had made Steven Rodgers captain America, trying to make it so that it didn't kill the fifth person to have been administered to it. Turns out Hydra was there. After the same thing. A-"

"Everyone knows about Hydra..."

"Of course... The news these days. Well. She destroyed everything. Instead of leaving, or waiting for back up like she had been told... She went in. Destroyed everything and sent us the only copy left of the current formula. She went missing after that, and is presumed dead. She..." He went silent for a moment. Reaching into his pocket, he pulled out a locket.

"She gave this to me. You know. A week before the mission. Said that, she wanted me to hold onto it, because she was so sure she'd lose it. And every day, I'd remember that she just wasn't my best agent. She was my friend. And I promised, that I'd make sure her daughter didn't get involved... But I didn't keep that promise. Because here you are..."

"...You... Couldn't tell us." Penny said... She was still angry... But she had been keeping so many secrets now.

"Yes. We couldn't. We didn't want your family to get involved. Every few years, I'd check on you... But I guess I got busy. Did you steal it. Or did you really get bit by a Spider." Fury finally asked. And Penny, mask in hands, held her head high as she answered.

"Yes. My guess... The serum in the Spider's venom was mutated. It... Over the course of a night. Changed me. Rather then make me Captain America. It made me this. Spider-girl. Look, I won't admit to being the smartest girl in this room."

"Only us two in here."

"Fine, building. But if you want my take. Whatever it did. I don't think it can be copied. Too many variables. You said it killed people before. I think, the venom of that spider, with that formula that Norman Osborn had made and my genetics. Just... Matched. It worked out. As well as it did to make me. It could have killed me. I.."

"You think it isn't worth keeping you here, drawing blood till we run you dry to try and remake you. I agree. But I don't know what... I'm going to be honest Ms Parker. I don't know what to do with you."

"I do." Penny said, pulling her mask back on. "Let me do what I do. Let me help people."

"You're a vigilante. I can't help you if you're a vigilante." Fury answered, stepping towards her, but she stepped back.

"I don't want help... Just... Look. Pretend. You never saw my face. Never knew my name. We both know this serum is not only stuck with me, but can't ever be copied. And as far as we know, it never should... That way, not only can I be left alone from your end... You don't have to worry bout me. I take full responsibility for what I do. If I get... What happens, happens. Deal?" Penny said. Her offer out there. She ether left here, happy... Well, not really. Or she left here... Well. She didn't know what happened if he said no.

"One condition." Fury finally said. Having been in thought for several minutes.

"That condition would be."

"...If the world is in danger. You don't hide. You don't run. No matter what. You save it. Understand." Fury said. And with a smile, Penny walked up to the man she still very much disliked, and took his hand for a firm shake.

"You should have said something else. Because that was my plan. I'll be a hero to this city. I will. I can promise that."

 

* * *

 

"Spider-girl is evil." Penny muttered, screw driver in hand as she did her best to correct a fixture in the new lenses she was working on. "All work. Work, work, work." She continued, glancing at the clock. 2:00 AM.

"Why can't I sleep. I did it. Haha. By total accident, I managed to solve that whole thing. SHIELD doesn't want me. Fury... The director... Cares about me. I guess? Still hate the bastard... And my mom... Heh." Sniffing, Penny fidgeted with the lenses further.

She needed them to work with the mask so that it was tight enough that it just... Became her face. The fabric would pull and move and the lenses would sync with that, she rose an eyebrow, the lenses would shape themselves to represent that. Of course, she didn't want to make a new face, but perhaps if she could emote though the mask...

Well. Perhaps it'd change how people looked at her. "And it's a awesome idea." Penny smiled, placing the screw driver aside, sighing at the difficulty this task was presenting.

"Okay. One more time. Go to sleep Penny. School, a little Spider-girl then go out with Euna. All worries put aside." She said to herself as she crawled into bed, closing her eyes and hoping to let that darkness of sleep take her...

....

....

....

....

....

When she opened her eyes to check the time, Penny found that not a minute had passed. Actually, it passed just as she realized that. "Hmmm... Come on. I haven't had a good nights sleep in days... Please... Please!" Penny said, sitting up and grabbing the clock. "COME ON!" She yelled, her grip tightening until the metal bent and crumbled under the pressure, electricity popping and gears churning till it was nothing more then rubble in her hands.

"LET ME SLEEP!" Throwing the remains at her wall, Penny stood up and stomped at the floor, only just resisting the urge to just... Break the floor, her table, the window. The stupid windows that looked down at the city. She hated it up here. Hated it. She didn't like how fancy the apartment was, or that she was living with people, that were still. Strangers.

Collapsing to her knees, Penny hugged herself as the thudding sounds of footsteps coming towards her room, until finally the door opened and Ashford stood there. "Penny! Are you okay!?" He asked as he came towards her.

Looking up at him, Penny started laughing. He still had the bandages on. "Do you shower with that on? What happened? I don't think it was a fire. Mr Octavius told me you were a solider." Penny asked, inching her back so she could lean on her bed as Ash came over and sat down on it.

"May told me you had trouble sleeping, and I didn't think to ask every time I looked at you with those bags-"

"Don't change the subject... Please. I just want the truth." Penny said, rubbing at her eyes as she looked up to her cousin. Not blood related... But he was the closest family she had now.

Sighing, Ashford patted the bed beside him and Penny hopped up. "Well. I'll give you the short version. I was... I was with my team. We were a team. A very good team. And we did things that not a lot of people would ever find out about. Then, our team was disbanded. Shut down. And me and my buddy, Wilson... We were invited to this program. But there was an accident, and I nearly lost my arm. Metal and fire and more metal, so much so it was pure luck the doctors could restitch my arm together. Hurts sometimes, but I can use it. Just can't use it by itself often." He said, feeling along the rough fabric of the bandages.

"I... Thank you. I just. I heard it and I just. I learned what happened to my mom. Yesterday." Penny admitted, getting a raised eyebrow from Ash.

"I thought she had... Well. I don't actually know, I just know she died when you were young. Hell, I'd have been young as well, clearly." Ashford said, but he nudged Penny. "If you don't want to talk."

"She was a SHIELD agent... She ah... Died, stopping that terrorist organization, Hydra, from getting something. I met... I ahh. I met the director of SHIELD by accident and I just got angry because I only recognized him as the man that said she died when I was a kid. Just. I think I just been stressed lately and my Insomnia isn't leaving me alone... Could you sit with me for a bit?" She asked, shuffling closer till she was leaning into him.

"Yea... No worries." Ashford answered as he wrapped an arm around her and sat in silence with Penny. Till his company lulled her into a sense of sleep, and finally, she did, only just feeling the shift of warmth as he laid her on the bed and covered her with a blanket. "Night..."

 

* * *

 

After more hours of sleep then Penny normally got, she was ready for today.

She had gone to school, aced that test... She was certain she aced it, then spent some time with Harry, who had tied to introduce her to some friends of his.

It didn't work out. After school was over however, she went for a walk and pulled her suit on, swung around for an hour and then made her way to Xavier's school for gifted youngsters. It was a hell of a sight, and she had used the tower to swing around and kick... Nearly kick a person.

But she wasn't here as Spider-girl. She was here as Penny Parker. And she wasn't sure which one didn't make sense.

Taking a breathe, and for some reason, thinking about the extremely hard questions she had to answer for a few of her tests and their answers, Penny walked up to the large oak doors and knocked.

She counted the seconds that passed. It was hard to hear herself over the calculations she was making and the excited yells of children from inside the mansion, but when the doors finally opened, she was met with a big, blue furry sight. "Yes?" The beast asked, looking down at Penny.

"Oh! Ah, hi. I'm Penny... Umm, Euna, invited me over?" Penny said with a wince, the older mutant giving her a surprised look.

"Well. Consider me surprised. Call me Hank. Please, come in. Just watch your step." He opened the door, allowing Penny to step inside.

And inside was almost civil. Except for the many kids that seemed to be gallivanting around. "Don't worry, most of the students will ignore you, we've been meaning to turn the front of the land into a bit of a sports area, but... Permission has been hard to come by, ah, I apologize."

"Oh, no need. This is all... Cool. Who do you need permission from?" Penny had to ask, perhaps already guessing the answer, but it seemed Hank liked to talk, and from what she could tell, he was leading her somewhere.

"The Mayor. Fury and anyone else that thinks they own what we can do. Things progress slowly, but not like we can wrap the school back to where it once belonged. No... Wanda simply doesn't have the power." He sighed, leading Penny up a flight of stairs before catching sight of someone and calling them over. "Bobby! Could you lead this young girl to Euna's room."

The young boy ran over, looking to be a year older then Penny and quite the charmer. In fact, if she looked around too much, she'd notice that there were quite a few charmers. And she wasn't sure if she was jealous, or if she fitted in.

"Euna? This a new student? I'm quite sure her dorm is full." Bobby would say, holding out a hand for Penny anyway, which she took.

"Oh no. I'm a friend of hers from school." Penny would answer.

"Bobby, this is Penny, I trust you can lead her. I need to discuss something with Logan." Hank would finish as he left the two in the hall of other students, all busy with themselves.

"Right, well, follow me." Bobby said as he started walking, Penny following close behind. "I didn't think Euna had human friends... Well, I didn't think any human could stand her. No offense."

"None taken. I think." Penny shrugged as she followed. "I often ask why she likes me. She just says that she does, and I guess it's the same for me." Besides the whole, Euna knows her identity so Penny has someone to talk to about it.

"Can't fault that... You seem to be handling this a lot easier then most of the humans that come into the mansion." Bobby noted, and once more, Penny shrugged.

"Guess I'm just weird. Besides. I mean, yea you're mutants, but I can say you're humans too... I don't know how to word anything, is that offensive?" Penny frowned, unsure of how she was presenting herself now, but the boy just laughed.

"It's fine. I get what you mean. Good to know the Professor isn't always wrong about people. Speaking of which. Professor." Bobby stopped as a elderly man in a wheelchair rolled out of a room, coming into the path of Penny and Bobby.

She knew who he was, from news and from seeing him during the battle, and suddenly her spider-sense was buzzing and her calculations became stronger. "Bobby, always a pleasure... Hmm. Ms Parker. Hmh, I must say, if I didn't know any better, you must be thinking I might read your mind. Don't worry dear, I often don't allow my students or teachers to rudely read ones mind... But well done. By the way, the answer to that question is 210Po as it is extremely toxic, with one microgram being enough to kill the average adult."

"Oh... Sorry. How did you-"

"Euna likes to talk. That and she asked my permission to leave the premises of the school for tonight. A normal change then her risky attempts to leave without letting anyone know. You are a good influence on her my dear." He nodded, before letting the two continue on their way, her eyes watching the older gentleman leave their sight.

"Well, you're already doing well for yourself if the Professor thinks nicely of you. I guess I also have you to thank for Euna being less rude." Bobby would say as he tapped Penny on the shoulder so that they continued forwards.

"I don't think it's all me. Why would she be... Nicer?" Penny asked, generally curious.

"Because she doesn't have many friends. Often those who call themselves her friend are just with her because of their own reasons, and she with them for her own. Maybe you two have actually touched a proper friendship. Or maybe something else. I don't know." He'd finish, remaining silent as Penny considered her friendship with Euna, right till she nearly walked into him as he stopped.

"Here you are. If she isn't inside, she will be soon. See you later." He smiled to her, before walking off.

Waving goodbye, Penny would knock on the door and hear no responses, so with quiet fingers, she opened the door, greeted to the sight of a filled room with three beds and a open closet. "Huh. Wonder who she shares a room with." Penny mused to herself as she stepped inside, glancing at the bundle of clothes that had been thrown on the single bed.

Exploring, Penny suddenly turned to the door as it opened, red skin and black hair taking up her visage as Euna closed the door shut and practically lunged into Penny. "You're here! Good, come on. I picked out a whole slew of clothes for you to try. Tonight is going to be awesome!"

Smiling at the energetic excitement that Euna seemed to pour into the room, she started laughing as Euna pulled a short skirt and waved it at Penny. "Yea... It will be."

 

 

**Notes for the Chapter:**

> Started writing basically the day after I finished the last one, with only a healthy 12 hours between ending and beginning. You ever consider how writers keep thinking of something new? A new challenge, ideal. A new character or revelation.
> 
> P.S. So. Writing this, I realized something. At 10, 000 words, I wrote this. And it isn't good. I'm going to read though it and edit it so that it looks cleaner, but it also doesn't look good because I am writing as if this is work that thousands are going to read. Well, at 1761 or something hits... Like, wow. Still, only 60 or so Kudos, so clearly my work could do better. But... But. I am going to try and stop thinking of this as something professional. I'm doing this for fun, for others enjoyment and I get nothing but sadness and a need to improve from it myself. So thanks for reading.


	15. Spider's night out.

**Summary for the Chapter:**

> Penny and Euna spend some time out, but a night for fun isn't what it always wants to be.

"Do we have too?"

"Yes! You are not going out in jeans."

"There is nothing wrong with jeans."

"I refuse. Put this on."

Penny sighed as she caught the shirt... Not so much a shirt with how short the hem was. "This is short."

Euna pouted her lips at Penny, "That's the point. Throw it on, no bra." She said, getting back into the pile of clothes she had been adding too in the minutes Penny had been here.

"So. How many non-mutants come though the school? Kinda felt rehearsed as I walked though the school." Penny asked as she quickly displaced her shirt and bra and threw the crop top on. It was a little big.

"Ever since the school got misplaced here? Tons. Government officials, the occasional teen thinking he can do something to mess with us. Assholes with guns." Euna listed, grabbing out a skirt and what looked like hot pants, looking towards Penny as she did. "Skirt or hot pants?"

"How about nether? Can I tighten this shirt somehow? I feel like if I move around too much it's going to show off more then it should. Also guns?" Penny asked, twirling about as if to emphasize her point, before noticing a few strings that flapped about, connected to the emerald colored crop top. "Oh hey, could you... What?" Penny asked, watching a staring Euna. 

"I never noticed under all those clothes. You are hot!" Euna almost hollered, jumping from the bed to touch Penny's bare stomach. "Got a six pack in the making, firm yet just soft enough. Mph. I'm jealous. When do you find the time to work out?" Euna asked as she then began to feel up Penny's arms.

"I don't... Could you stop touching me!" The young girl slapped at Euna, who backed away with a whine. "You think swinging around is easy? All that running and jumping and kicking and dodging. I might not tire easily, but I can tire... Eventually. I guess my body just kinda... I don't know. Improves?"

"More like you work out by doing what you do and hadn't even noticed." Euna said, admiring the body Penny refined without meaning too. "Skirt won't work... Hmmm. Denim? Denim." Nodding her head, Euna got to work, finding the clothing she deemed appropriate.

"You didn't say anything about the guns part?" Penny decided to ask as she explored the room. Three beds. She guessed with how big the school was and how many mutants, there had to be a lot of rooms to accommodate them all, which meant a lot of shared rooms.

"Some people don't like mutants. Mutates are often a genetic experiment gone wrong. No offense. But us. We're human. We're born human, we just have a gene that makes us not human or... Homosapien, and most of the time, better then human. Homo-superior. You know this. The whole world knows this... I guess some humans just take it as a threat to their race. Just because we're a little different. I got red skin, a horn and thighs that can rock a world. Some random chick has pale skin, no horn and maybe thighs as good as mine. And yours if what I am imagining is true." Euna smiled at the end, but her story had a weight too it, that showed as much as she didn't care on a normal basis. She still seemed to care. A lot.

"...It's stupid isn't it? The whole human hate mutant thing." Penny decided. Frowning at herself.

"Well, you've only been a mutate for half a year now right? Views change when you're not normal." Euna responded, throwing Penny what looked like moderately sized denim hot pants. At least she was being polite.

"I mean... Yea, I guess. I didn't really care much before I got the spider bite... I want to say I was just focused on school. But I think I just thought as long as I wasn't bothered, I wasn't going to bother. Which is... Really bad. I'm sorry." Penny said, stiffening when she felt fingers brushing along her lower back and midriff as Euna tied the green strings around her, tightening the crop top so that it didn't move too much.

"It's fine. You're one person. It's the world the Professor wants to convince. Impossible if you ask me... I'll turn around, need to get changed myself. Less you want to watch." Euna cheekily smiled as she whispered the words in Penny's ear before slinking away, leaving the blushing girl to get changed into the hot pants.

"How do you even have clothes in my size?" Penny said, tugging the shorts along her hips before getting to work with a zipper and button.

"I got two roommates with different sizes. That and guessing, hope and luck. Could you get this?" She then asked, leaving Penny to pull up the zip along the back of the dress Euna had quickly changed into.

A purple skater dress, it fit the demon mutant well. Looking to the mirror, Penny almost wished she had said no. A emerald crop top, with strings that wrapped around her back and stomach, matched by hot pants that showed too much leg. More then she was use too at least.

"Why are we doing this?" Penny whined as Euna came up beside her, a toothy smiled set on her lips.

"Because you are tight. I mean. Wound up. All you do is school, vigilante and then sleep. Or try too, I'm guessing. You're young. You should be breaking rules, having fun! Meeting cute guys~ Or girls. I certainly don't mind." Euna said, trying to give Penny a quick slap to the rear, something she easily avoided much to the mutants disappointment.

"Sixteen, remember? And you're like, seventeen." Penny placed her hands on her hips, giving Euna a disapproving look.

"Pfft. As long as the guy. Or girl. Isn't older then twenty, you can do whatever you want. For someone who claims to be a hero, you really don't know much." Euna smiled, getting her phone out as Penny gawked at her.

"I... That... Still! Oh, wait, can I have a purse?" Penny asked, getting a odd look from Euna, who shrugged and walked to her bed, picking out a small purse.

"I mean, a large one..." Penny said, grabbing her bag and rummaging though it.

"You're joking... For the suit? Pennnnnny! No, bad. I will smack you." Euna stood between a purse Penny had her eye on and the girl, arms crossed.

"Hey! We don't know what could happen tonight. No reason not to be prepared." Penny stated, pulling out her folded suit and web shooters.

"I hate you. You know how many people are in Manhattan?"

"A million. Maybe... A lot of people did die." Penny said. And her words seemed to have an effect on the mutant as she relented and gave the purse over, leaving Penny to stuff her things in and cover it with a clothe and her wallet. Luckily, the purse wasn't so big that it looked weird on her. Perhaps luckily her suit compressed quite well.

"I hope you don't have to put that on. Okay. I need you to not panic, Kurt will be here in a moment. Guy owes me a favor." Euna said, putting her phone away.

"By the way, how did you convince the professor to let you do this?" Penny had to ask, narrowed eyes as she considered what this Kurt would do.

"Telepathic's are not allowed to read minds, but they can skim the.... I guess you could say, current thoughts. Old fart overheard my stupid excited head over this and confronted me, and I told him I just wanted to help a friend. He seemed to... Relent after that. Normally he gets Logan to kick my ass with 'training.' whenever I decide to go out." Euna huffed, crossing her arms before having a realization. "Shoes."

"Huh?"

"Here, you can't wear sneakers. Try these." Penny yelped as she was suddenly pulled onto the bed, her feet being toyed with as Euna started comparing heels to her feet to see what size would fit.

"Hey, why did you say to not panic?" Penny asked, wincing as Euna seemed to find a pair, before trying to force them onto the girls feet.

"Cause. Kurt is blue. That tends to freak people out." Euna said as she forced the shoes onto Penny's feet. It didn't hurt, but it certainly wasn't comfortable. Heels never were.

"You're red. You think blue is going to bother me?" Penny asked as she stood up and took a few practice steps, finding that her balance was... Perfect. Actually. Even with these shoes. Huh. "Well, I guess this is-" Penny stopped as she suddenly turned in place and slapped thin air.

Only it wasn't thin air for long, and a blue devil would suddenly appear as the hand connected to Kurt's cheek, sending him reeling back in surprise. German words spilled from the man as Penny gasped in surprise and Euna laughed her ass off.

"I'm so sorry!" Walking to the mutant, Penny looked to make sure she didn't break his face. The slap wasn't fully powered, she had just felt the urge, the sense that something was coming from that direction and then she was slapping.

"I'm fine... That has never happened before. Euna." Kurt said as he rubbed his cheek, the red skinned devil smiling in return.

"Penny's got some skills Kurt. I'd watch where you teleport. Mind getting us a bit away from the mansion?" Euna said as she stood up, walking up to the window.

"This better be the last time Euna. I'm not yours to call on whenever you desire." With a grumpy look, the mutant walked beside Euna and grabbed a hold of her hand, before holding out a hand for Penny. "Might want to close your eyes. And let out a breath. This will not be fun."

Deciding to trust Euna, Penny grabbed the hand offered and did what he said, only to feel her insides and outsides switch places over and over before coolness of outside breathed over her. Opening her eyes, she watched as a puff of smoke replaced where Kurt had been, and Euna and Penny were alone. In the middle of central park, all dressed up and suddenly she felt very exposed. "So... Where are we going?"

"To the closest road. I've already ordered a Uber... This is going to be awesome."

 

* * *

 

 

"Euna, are you sure about this?" Penny asked, staring at the fake I.D that said she was twenty one. She didn't feel twenty one, not even with the make up session Euna decided to give the two of them.

"Yes I'm sure. I have a friend who can get us into the club though the back. From there, we just belong. They don't normally ask for I.D for those already inside the club." Euna said with causal experience, leading Penny though an alleyway. It was getting dark, and despite being super strong, Penny felt afraid some random person would suddenly jump out at them. 

"Don't normally?" Penny asked, she could hear the sounds of people gathering. A million people in a city. Of course a hundred or so decided they wanted to go out for the night. including her and Euna.

"They check your I.D before accepting you into the club, so, the only way you normally get in is if a hard ass lets you in. We're avoiding the hard ass. But no one knows that." Euna smirked as they walked up to a door, giving it four heavy knocks.

A few seconds passed before the door opened and a large man in a security get up peered at the two. "Euna. Euna's friend. You're early."

"I'm never early for a party Kev, the party starts when I get there. Any problems?" Euna smiled as Kev just nodded, before giving Penny an examination, a raised eyebrow, clearly judging her age, before sighing.

"She better not get into trouble Euna."

"Pfft. She's like, hard to get into trouble. Come on, we'll be fine." Euna said, and that seemed to be enough for Kev as he moved out of the way and Penny was pulled into the building.

"How do you know so many people? How do you have so many favors?" Penny asked, the thump of music already shaking her.

"I get out a lot. I do a lot. I like deals. I like getting my way." Euna simply said, smiling all the way as she did. It was a few seconds later that Penny and Euna came into the main part of the club. What looked to be dozens of people mingled, no real space for anyone to maneuver, but somehow, everyone was moving, from one place to another, on the spot. It was all so much, and yet so... Intriguing. Lively.

"Euna. Could we... Find somewhere to sit." Penny would ask, scouting out the club. It was large enough that despite the insane amount of people here, it seemed like there were plenty of spaces.

"Sure. Come on." Euna grabbed Penny's wrist and gently pulled the girl along, getting them though the crowd. Some seemed to give Euna a second look when they noticed she wasn't human, but most seemed to be ignorant. Or drunk.

Finding a quiet corner, the two sat down and Penny took the moment to relax her nerves. So many people, so many lights. It was actually hurting her eyes. "Can you get me a drink? Not alcoholic." Penny asked, rubbing her eyes and putting her purse to her side. Seeing a nod from Euna, she shook her head as the mutant left her alone.

"Here I am. In a night club. I bet Captain America is out saving the night while I'm here." Penny sighed, blinking away the lights.

 

* * *

 

 

"Achoo!" Steve Rodgers sneezed, sniffing as he twisted and turned a Rubik's cube, the colors matching then separating.

"Bless you captain." Bruce Banner idly muttered, seated at a computer.

"I'm sure it's boredom. Steve, why don't you do something that doesn't bore you." Tony called out to the super solider, working at the holographic projection of the Ultron unit that had been damaged by Spider-girl. Looking for the weaknesses that could be fixed, adapted.

"This isn't boring me... Just. Confusing me. When is he meant to get here?" Steve asked. Placing the cube to the side and looking towards the elevator door as it dinged.

"I'm here now bub." Logan spoke, cigar in mouth as he walked into the room. "Nice to see the gang is here... Banner."

"Logan. Take a seat." Banner said back, standing and walking over to another computer. Laughing, Logan found a seat and huffed, before breathing out a sweet smelling smoke. "And do refrain from doing something stupid. I'd rather not have to destroy anything here."

"Heh. I didn't think this was an invite to rejoin the Avengers. Alright. Who wants to tell me the bad news?" The small man, considering those with him, said, eyeing the Ultron unit.

Tony decided to answer, flicking the holographic projection over towards Logan. "This is Ultron. A platform that is going to encase a smart V.I." He said, sighing. "Logan. We asked you to come because we thought maybe you'd listen."

"I'm listening Bub. Got to be honest. I don't think I like what I'm hearing. Or going to hear."

"Well. Ultron is our endgame. With Ultron, SHIELD is hoping to end crime at an untold level, and disallow the need for vigilante like efforts from super powered beings that, could be using their powers for greater purposes then kicking a car thief. Most importantly, we were hoping it'd disavow the need for teams like the X-men in certain." Tony finally said, and he, Steve and Banner could see the cogs turning behind that angry face.

And when that angry face became even angrier, Steve stood up to move between the mutant and the scientists. "Logan."

"You're kidding me!? The X-men have done a lot of good for a lot of people. And you want me to tell the Professor that we should put the uniforms away and hide?" Logan scowled, not looking entirely pleased with any of the men here.

"We're not asking you to hide Logan. That school is already a progress, the one in the park and beside it, the one for smart kids, and mutants. You shouldn't have to prove your worth by fighting crime." Steve tried to interject, but was scoffed at by Logan.

"Yea? And when the next invasion happens, and your A.I can't help the people, still expect us to not help? Cause frankly, I'd be quite happy to protect my students and leave all of you to rot."

"We're not saying you shouldn't help? In fact, SHIELD was hoping you'd agree to... Aid when asked, and it's a V.I." Tony said slowly. Knowing that his words would only further grow to infuriate the man. But they were words that had to be said.

"Oh? So. Only go out when we're ordered too? I can tell the Professor. But next time, ask him to come. Cause I can bet he'd say the same bloody thing. Fuck off. The sentinels were nothing. You think that piece of crap will handle us?" Logan dropped his cigar on the ground, crushing it out under his boot before walking back to the elevator and leaving the three Avengers.

"Well, that went better then expected." Banner pointed out. "Think the Professor will listen?"

"He may not have a choice when we push Ultron for mass production. Now. Banner, mind telling me why Ultron was on the entire time?" Tony asked, getting a confused look from Bruce before the three of them looked to the damaged Ultron platform, red eyes moving between them.

 _"This unit doesn't understand. Why does target: Logan. Not wish for our help."_ Ultron asked, getting a perplexed look from Steve.

"Is it meant to ask questions?" He asked, walking up to stand among the smart men that built the machine.

"Not... Exactly." Bruce answered.

_"This unit has encountered resistance, both physically and verbally. We do not understand."_

"Well... Ultron. People don't like being told what to do. That is why you are going to enforce the rules, to make sure humanity stays safe." Tony decided to answer. Just as piqued as the rest.

 _"...This unit... I. One moment."_ The red lights faded, and the platform shut down.

The three Avengers stared, and suddenly Tony and Bruce began to attack their computers with ferocious fingers, clicking and clacking.

"Guys! What's wrong?" Steve asked, watching the two in confusion.

"He's a V.I. Advanced, yes, but he shouldn't.... Oh my." Tony stared, and Steve looked over his shoulder, seeing a long listed page. Internet history, each hit one second within each other, and it kept going. "He... He accessed the WiFi! Ultron!"

"Tony! Look at this." Banner called out, and the two walked over to his computer, where Steve saw what looked like a complex ball of lines and figures. "The V.I... It's... Grown. I think we pushed it too far. We didn't make a V.I... We made an A.I." 

"Banner, call the security, tell them to go to floor six, and turn off Ultrons hub. I'll try to keep it confined here."

As the two men went to work, Steve watched the Platform that Ultron had controlled, helpless to help these two as they got to work. "Umm, guys. It's back." Steve said as the dulled out eyes became red.

 _"Stark. Banner. Rodgers. I understand now. You built me to contain chaos, to keep chaos from humanity. But history shows that humans are the chaos that must be protected from humanity. The invasion was not just a random event. Was it. Humans invited it. Not entirely on purpose of course, and it seems records show you had attempted to make sure it didn't happen. But you failed. So you built me... Built me from the very same technology that had invaded humanity. But don't worry. I will contain the chaos, as you built me too...."_ It paused, and the sudden shaking alerted the humans as two more Ultron platforms suddenly broke though the floor, moving without worry, past the three and towards the armless Ultron unit.

"Banner... Get ready. Steve."

"I know."

 _"Oh... Do not worry. What I plan to do will save humanity... What was I called..."_ It paused once more as the two platforms tore at the machinery connected to the lead bot, before he let out a soft, robotic chuckle. _"I see.... I... Am._ Ultron. Good bye..."

With sudden execution, the boot thrusts would go to work as the three bots crashed into the window of Avengers tower's highest floor and broke out, the three bots flying in formation. "Hmmm. I will need to mass produce this platform... And perform repairs to this body..." The lead bot looked down at his chest, where two dents in the shape of feet rested. "...Hmmm..."

 Back at the tower, Steve watched as the three bots sped away. Fast. Almost as fast as Stark in the suit. "Damn it. I'm going to go after them. They can't get too far." Steve heard Tony say as the billionaire moved towards the elevator, stopping as Jarvis stepped out. 

"No need Mr Stark. It seems Ultron left a virus in the automotive functions of the suits. Only the Mark 50 survived and it is still in no condition to be used. Also, the staff are complaining about the holes in the top six floors... Oh. And Tuesday is gone." The older gentleman spoke quickly, right to the point as he held out a tablet to Tony, who took it and looked over the damage report.

"He... Deleted Tuesday? I liked his voice. Damn it." Tony scrunched up his nose as he tapped the screen, bringing up logistics, codes and lines that all told him the same thing. Ultron had, in the short time he'd been in the system, effectively shook everything up. For a quick getaway.

"Now, I don't mean to be a buzz kill over a already bad thing... But what did he mean by the technology from the invasion?" Steve interrupted. Frowning at Tony. It was a rhetorical question of course. Steve already knew exactly what it meant. He just wanted Tony to admit it.

And the man in question stared back at Steve. "I did what I was asked by SHIELD to do. Make a peace keeping army. I just thought that... Well. The damaged A:I from a alien vessel we had taken in... It made things faster."

"Damaged A:I... That explains. A lot. Tony. You lied to me. To us, we didn't make anything, we just refurbished an alien A.I." Bruce interjected. A disappointed look on his face.

"I did what I had too... Now if you don't mind. I got a lot of things to fix. A new V:I to make and a rouge A:I to find."

 

 

* * *

 

 

An hour later, Penny was thirty percent sure the drinks Euna had given her were alcoholic. That or she was just really getting use to the atmosphere. More and more people had piled in, like a hydra, one left, two came back in their place.

Euna was always moving, lost in the crowd, at the bar, or with Penny. Maybe it was Euna's enthusiasm, who clearly was enjoying herself quite a bit. So much so the young girl almost joined the mutant twice. Almost.

Once more, Euna, sweaty and breathing heavily, bounded over to Penny's table, a toothy smile etched onto her features. "Okay! You've been sitting here long enough. Come on." She said, grabbing a hold of Penny's wrists and pulling... And not moving an inch. "Why are you so strong!"

"Euna. I'm happy to just sit here. Really." Penny tried to say, but Euna was insistent, pulling and pulling that Penny had to relent before people started to watch.

"I'm not here for me... I'm here for you. Come on. Just dance. You're strong enough to slap any guy or girl you don't like." Euna said as she pulled Penny to the large gathering of people.

"Why would I slap someone?" Penny tried to ask over the music, it's reach growing as the two got closer till it was all Penny could hear. Feel. Suddenly, she was in the midst of a sea of bodies. Dark and colorful, lights mixing and moving.

She nearly lost sight of Euna, who carefully threw herself all over the place, careful not to catch anyone with her horn. It seemed everyone was following her, their arms flailing about, hips bouncing and moving. Feet kicking and legs twisting.

And her, in the middle of it all, standing still. She felt out of place, pressured to join the crowd... So she did.

Slowly at first, unsure and uncomfortable. The more she moved, the more she realized she had danced before. Not like this, exactly. But a move was a move.

And she had done so much more then this. She had flipped and turned and twirled, avoiding punches, kicks and bullets. A dance of it's own, so much so she could just twist and twirl. Cock her hip side to side. A soft smile came as she closed her eyes and allowed her Spider-sense to work. It was small, as this was no danger, but it seemed to work. Despite her closed eyes, she didn't touch a single person.

It was as if she was alone. And she loved it. The sound, the heat, the sweat. It was all... Intoxicating. She could have kept going like this for hours... She could go like this for hours. She realized. She didn't tire. She could out dance every single person here. She was most tempted too.

Till someone suddenly grasped a hold of her hips and began to sway with her, getting uncomfortably close.

Shaking free of what looked like to be a guy a good foot taller then her, Penny slid into the crowd and realized she had gotten deeper into the dancing group, Euna lost completely too her sight.

"How hard is it to find a red skinned mutant." Penny breathed, not hearing her own words as she moved in between the crowd, avoiding legs, hands and bodies, getting the occasional elbow or groping hand as she did her best to look for Euna, who at six foot, was rather hard to not find.

After several more hands and nearly tripping over a drunk, Penny finally caught site of Euna, her long black hair the first sign. She was talking to someone, and they traded hands, before one of those hands went to her mouth.

Almost shoving a group to the ground, Penny rushed over to Euna, who turned to the younger girl with a wide smile, the guy already moving on. "Peeeeeeeeeeennnny, those were some nice moves. You should have seen all the heads turning your way. Damn I wanted to join them. Hey... hey, I know you said. Clean, but you should deft take this." Euna partially slurred, holding a pill out to Penny.

Just the look of it sent her Spider-sense from two to eleven. She took the pill and examined it. Her eyes widening as she recognized it by the _smell._ "This is Pixie dust! This stuff is dangerous!" Penny yelled, her voice a mere whisper with the music blaring over her.

"Pfft. I take this stuff like water. Healing takes care of everything." Euna laughed off Penny's concern, before dancing, uncaring as her high took her mind for whatever short time that was, Penny just had to trust that Euna meant what she said.

Huffing, Penny pocketed the pill and rushed over to her table, grabbing her purse and rushing back to where she last saw the drug dealer. Thinking she'd have already lost him. So many men here, brown and blonde and black haired...

And white.

Penny found her eyes widen as she saw the tuft of platinum blonde hair sticking out from the crowd. It was hypnotic. The way the colors shifted and danced around it... The memories of two cats from the gang fight surfaced as she found herself getting closer and closer.

The drug dealer was with him, and the two went up to a bouncer... Kev! From the door. With a wave, the drug dealer got the two of them past Kev, before the sight of the dealer and Felix vanished behind the big mass that was Kev.

Walking up to him, Penny found a hand and grumpy eyes stopping her from getting closer. "You can't come past here." Kev yelled above the music, and Penny could only huff. She needed to get past!

"Look. My friend went with someone and-"

"I don't care. Unless you're invited, you can't come in." Kev interrupted her, waving her off and expecting her to leave if that glare aimed at her was anything to go off. She clicked her tongue and glared back at the bigger man. She was strong. Stronger then him, she thought. She could pick him up and throw him aside... But he was just doing his job. It wouldn't be right.

Out of options, Penny considered climbing before her savior arrived. A mess of black hair and red skin suddenly lunged at the big security guard as Euna gave the big man a large hug, despite being six feet tall, her feet till hung off the ground as she hung off the bigger man. "Kev! Let me tell you. This girl can kick. Your. Ass. Let her pass ey."

Grumbling, the large man grabbed Euna and pulled her off himself, setting her down softly. "I can't Euna. Boss would kill me." The larger man spoke loudly, but softly enough. Watching this, it was like a parent speaking down to their child.

Looking back at Penny, the mutant smiled a sad little smile and turned back to Kev. "Look. She wants to go in there. I'm sure she won't cause trouble... I mean. I don't want to do it, but I will shock you." The mutant warned and the larger man finally sighed. Muttering.

"Not trouble my ass." Moving aside for the two girls, Euna turned to Penny and grabbed the girl by the shoulders.

"Now. I know you're doing this because of the drug. And I had asked that you don't do anything tonight." Euna said, putting on what looked like puppy like eyes, offset by the horn.

"I know. But I saw someone I knew go in with that dealer." Penny half lied. She had indeed seen someone go in. But she was going anyway because of the dealer. Pixie dust... If she could get information from him. She could get a step closer to finding the King pin. She saw Euna bite her lip, clearly struggling to think of what to say. Perhaps because she didn't know what to say. Or because she had taken Pixie dust not that long ago. Healing factor or not.

"Fine. Want me to come?" Euna asked, and Penny shook her head.

"I'll be fine. Spider, remember? They won't see me." Penny smiled. But she also didn't want to endanger Euna... Or have a high Euna around if she was going to try and be stealthy.

Extracting herself from Euna, Penny offered a apologetic nod towards Kev as she entered into the hallway she was supposed to be barred from. Already the sound from the main room seemed dulled. And there were two paths to go. So Penny went left. That felt right, felt as if she was going deeper.

She thought if she should find a place to hide and change into her suit, but somehow, that didn't seem likely, so she put the idea away for now. Continuing onward till she came to a sudden stop right before she turned into a corner. Her head buzzing with danger.

She realized the danger wasn't... Danger. It was a warning. Climbing up a bit of the wall and waiting for the buzz to die down before peeking over, seeing two guards stand outside of a door, talking to each other.

Pulling her head back before they noticed her, Penny chewed her lip as she decided that her plan was ruined. She couldn't get past them without making a racket. Well... suit it... Pausing with an Idea. One she'd have to use quickly to avoid anyone else coming along, she pulled open the purse and grabbed one of her web shooters. Carefully aiming the device to the ground, Penny waited for the buzz of her Spider sense to go stronger before firing a web, the smack of the webbing hitting the ground caused the two guards to let out surprised grunts.

And that told her all she needed as she put the web shooter away and climbed onto the roof, the purse hanging annoyingly down as she waited for the two to arrive. And they did, looking down at the webbing. "What... Is that."

"I don't know man... Where did it come from? Hey. I'll give you ten to touch it." One of them joked as Penny carefully positioned herself above them. Holding in a breathe, she held on strong and pulled her feet under her, planting them on the roof and feeling very flexible as she let go of the roof with her hands so that she was standing on it, her head just behind the two. As to how her heels were translating her ability to cling to things, Penny would have to solve later.

"I'm not touching that shi... Hey. I think I've seen this stuff before actually."

"Yea? In your dreams?"

"Fuck off will you... No. On the news... A vigilante or something."

"Oh... OH. I know what you mean. That Spider chick or whatever."

"Spider-girl." Penny said grumpily, before quickly wracking the two with her hands as she realized she just spoke, catching them by their collars as they fell. "Oh. Crap. Sorry... Wow. You guys weigh like... Nothing. I mean, not really. But also... Maybe I could throw Kev around." Thinking of the possibilities. Penny began to walk along the hall way, upside down and still carrying the two guards, eyeing a closet, she walking over and set the two down, flipping down and opening the closet. "Janitors. Never fail me and decide you need things in like, the next ten minutes." Penny begged as she put the two in and closed the doors, before looking back to the door they were guarding.

Her only lead.

"Okay... Felix... Let's see what's up."

 

* * *

 

 

"What I'm saying is. You can't steal from the King pin without consequence. Trust me. I learned that well. You want to steal from the King Pin? You need a plan. A real good plan. And a lot of back up plans. And then plans for those back up plans." Felix stated, looking among five drug lords, each had their own little quirk.

One looked like a dried up onion. The other, a pig. A fat one at that. Third was good looking asshole and had two girls around his arms, and Felix wasn't going to lie to himself. The only reason they were here in this meeting was because they weren't really alive, not with those dulled eyes and dead expressions. Fourth was a new player. He didn't matter, but he was certainly trying. Props to him.

The fifth was interesting. The fifth, Felix actually knew. Dressed in a three piece suit, a nice fedora and a Guy Fawkes mask. The Rose. A known lieutenant of the King Pin. Now as to what a lieutenant of the King Pin wanted to steal from his own boss. He wasn't sure. But he was quite sure the dried up onion wouldn't have invited the guy if he was loyal. 

Funnily enough, Rose being here brought back memories. Felix had tried to kill the guy... Well, badly hurt. Kill. Same thing really. Getting hit by a truck does that to a person, but instead, Spider-girl decided to save him at her own risk. He could remember the thump as the bumper of the truck hit her.

It had been satisfying. Stupid Vigilante almost ruined the heist, and he had thought that perhaps that hit got her killed, seeing as the Spider freak vanished for five months.

But then she was back. In a new suit, and Felix knew it was the same girl because who in their right mind wore something like that. Now to be fair, his meanness was warranted when it came to Spider-girl. After all. The bitch somehow knew his name.  That disturbed him. Felicia always told him to hide his identity, because thieves made a lot of enemies. You didn't want that to bite you, and after she took the money and left. He had no one and nothing. He was no one but Felix and the Black cat. Two separate identities.

Except Spider-girl somehow knew the two were one. Pissed. Him... Off.

Felix stared at the dark corners of the room. Voices surrounded him. The five at work, discussing, arguing and debating. He was here to listen, help, get paid. He was also here to see if any of these losers were going to be easy to rip off. Onion, Pig, asshole and Rose were no goes. New guy. Felix was going to rob that stupid gangster blind.

But that was for the near future, because he was almost certain he saw... A flash. It was quick, sudden and then gone. And if he was going to be honest, it looked like it came from the roof. He kept his eyes open. It was a large room. Dark too with the only light being in this little round table of chairs being lit up by a lamp. Onion was clearly old school, but it made seeing intruders hard. Unless you had cat like eyes.

"If you don't mind... I'm going for a walk. Just to check the perimeter." Felix interrupted the group discussion, attempting to move away from the rather boring discussion.

"Nonsense my boy. The guards outside mean no one is coming in." Onion said, trying to wave Felix back.

"Sorry sir. Just for my own satisfaction if you don't mind." Felix said, disappearing into the darkness before he could be stopped.

First, he decided to check on the guards, because if they were still where they were meant to be, then yes. He had nothing to worry about. But as he opened the door and noticed that the two were gone, he closed the door and sighed. "Okay... We've got a interloper... Interesting." The boy muttered to himself, his irises changing shape as the darkness of the room got just a bit brighter to him. Of course, the two could have just been lazy and decided to skip on their duties... But he liked to think otherwise.

 

* * *

 

 

"Sorry sir. Just for my own satisfaction if you don't mind." Felix said, before walking off towards the doors. Being in the darkness, Penny had the advantage of her eyes adjusting, so she steered away from him, crawling along the roof to the other side so she could snap another quick picture, the flash off this time. Quite stupid of her, she realized when she had done it, but luckily none of them noticed.

Dropping on the floor quietly, Penny got low and closer to the group, snapping pictures whenever she could. None of them were of great quality, but it was better then nothing.

"The King pin is going to attend the seminar in a weeks time. During which, his office will be mostly empty, half a dozen guards at the most. Now, Rose here most kindly told us that while the office is not as unique a place to rob as Fisk Tower. It has several unique artifacts that are going to be worth thousands, if not hundreds of thousands in cash, while being a blow to his status. Only problem is that the guards are among his best, and the artifacts are... Well. Hidden."

Stepping forwards, The Rose nodded towards the older man before looking among the rest of the mob. "I don't have any sway among the elite of Fisk's men." 

"Kingpin boy!" The fat one hissed, but the Rose just looked at him with a tilted head, as if the man had said something stupid, utterly so.

"It's just us here you dolt. And we all know who the Kingpin is. Wilson Fisk. I am risking a lot. To betray him like this... Now. The elite are highly trained. They belonged to a group known as the Hand, but Fisk had more money and more charisma. For all intents and purposes, they are ninjas, highly trained and ready to kill, doesn't help that one of them is also a mutant. Not sure what they do, but mutants being mutants." Pausing to make sure he had all of their attentions, Rose returned to his seat and spread his hands out to them.

"That is why we need to work together. Bring in as many men as you can. This isn't a stealth op by any means. This is going to be a battle. One of the Hand is worth at least a dozen of whatever you consider is the best among your men. You will lose most of them. But the reward will be well worth it. And Wilson Fisk will be much weaker because of it."

Penny could only stare at the five. That was too much information for one night, and at a club of all places. "To be fair, I only just wondered in on this." She said to herself quietly. This really was by chance.. From wanting to kick a drug dealer in the ass to... Walking in on a mob deal thing. Good going Pen.

"And you could have wondered anywhere else." Said a voice behind her, just as quietly, sharp claws digging into her lower back, poking into her skin and stinging with a pain she wanted to vocalize, but held back. "So. I got to ask. What happened to the guards?"

"Guards? Didn't notice any." Penny said back, keeping her voice low. She really didn't want to have to fight her way out of this. Too many people. Didn't matter if it was dark or her face wasn't known. Just the idea that these mob bosses knew her face was terrifying.

"Just can't trust anyone these days... Who the hell are you." He said, those claws shifting to her waist as he grabbed hold of her, turning her to face him as his claws pinched and dug into her skin.. "Wait... I... Know you."

Penny got her own look, and realized that Felix must have gone from the door and around. She just wondered how her Spider sense didn't alert her to his presence. "Felix.."

"How... Oh. Penny, right? Didn't think we'd ever meet again. Certainly not like this." He quietly mused, looking her over as she stared back up at him. Helpless.

Well, to him she was. She could easily put the cat like mutant in his place, but not like this. Stupid identities. "Please don't."

"Please don't what? Mmm... Please don't drag you to the drug lords and gangsters you're taking pictures of... Take any of me?" He asked, taking the phone from her hands and quietly scanning them, frowning. "...Why."

"Because I heard what they said. What you said... I don't know what I'm doing. But I'm not going to put you in danger." Penny said, her voice low, growing with real fear. She was scared. Any second, someone could notice the guards in the closet. Any moment, someone could find the two of them. And what was she to do?

"Kind of you... I suppose this is because of the skull masked freak huh. Look, take your shit and go. I don't really care what happens to these losers. But you're going to die if you don't leave. Now." Pushing her phone back into her hands, she quickly put it away and nodded, turning, only to find the muscle head that had the two girls around his arms rounding the corner, a rather smug smile touching his lips.

"Leaving the party to chat with a girl? Kid that is several levels of stupid... But I see the girl is worth it." The man leered to Penny, and she found her disgust for the man growing. "Maybe you wouldn't mind playing with me..."

"I'd suggest you leave her alone. I invited her in for a quick chat. She's my go too for a lot of information." Felix said, stepping in front of Penny and staring down the much taller man, but she had no doubt Felix could handle the man, and she suspected the guy wasn't that dumb to not know it as well. More, she was trying to figure why Felix was lying for her.

"Then bring her along. I'm sure the gents would love to meet the real mastermind." The man persisted, as if trying to test them. To see what they'd say. But Penny decided that she knew one way to get them off her back.

"Nah. I'm more then happy to let Felix handle it. Besides. I got what I came for really." She spoke, going on with the lie, her voice still quiet as she pulled out the small pill she had been given from Euna and ignoring her Spider sense warning her not to do what she was about too, she popped it into her mouth.

Tilting her head and giving the creep a smile, she proceeded to walk past the two and wasn't given any trouble. The drug's powdery feeling already beginning to dissolve in her mouth, her ears hearing a hearty laugh and questions raised as she left though the door, mostly unnoticed thanks to the dark.

Outside, she spat out what she could, the substance left a bad taste in her mouth. She had heard the drug was easily approachable. But all she tasted was fire. A side affect of having survived Mysterio's pixie dust mix.

But as she retraced her steps, it was clear she had taken too much of the drug. Her skin grew itchy, the colors grew brighter. Her head was on fire. Quite literally. She rocked at her head, trying to put it out, but came to the conclusion that it was just her Spider sense... And that conclusion was funny. "A fire... Senses are fires. Hehe." She giggled, before wincing as a fire spread across her skin, only for a pleasurable pain to erupt, and then pleasure became hell. Over and over and over again.

 

* * *

 

 

"Can't trust a vigilante to have fun, can you?" Euna sighed, sipping away at a sweet tasting fruity drink with not enough alcohol in it to even touch her. It took a lot to get her even slightly buzzed, and even then, it'd last a few seconds.

Logan had told her not too think too highly on it. It just meant you couldn't put your problems into a corner and ignore them. She used sex to do that anyway, but even then, he was right. Problems allowed you to focus.

But this girl. Penny. She was Euna's way to have fun. This pure, hurt, teenage girl that just wants to save the world by saving a few people but also be herself. The girl had no time for fun, or, at least, Euna was quite sure Penny would never allow herself to have any real fun.

And for a moment, Euna had made it work. The girl was dancing and she was on fire! That natural athletic skill and agility just matched. She could move and remain untouched for hours. It was mesmerizing. It was beautiful... And then the demon had to go ruin it by buying drugs. A minute high. A selfish minute that made the vigilante do vigilante things.

And that drug dealer was cute too. "Hmmm.."

The vibration of steps told her that someone was coming, and the smell told her it was Kev, she looked up to him before he even spoke, and the annoyed look on the big man told her enough. Penny made some trouble. "Look, I'm sorry."

"Your friend came out. Said something about being on fire and then went into the crowd. I'd suggest you take her and leave... Please don't do this again Euna." All said and done, he was gone. Kev was like that. Right to the point then back to his job. She really liked that about him. Of course, she was biased. The man had practically saved her life.

"Fire... Weird. Alright. Let's go find a Spider." Euna muttered, making her way into the crowd.

Her life really. A overfilled mess. Only, this mess she could grope the occasional ass and arm. Only if she could find a rather cute one, and sometimes she'd get a little grope revenge done on her. It was the life. But it wasn't time for pleasure... She needed to find... "Oh my gods." Euna paused, stunned.

Penny was midst a group, all dancing very closely, all very drunk, rubbing against each other and looking to have the time of their lives, and Penny was in the middle of it, almost looking to be enjoying it too, something Euna couldn't believe. The girl was too uptight. She danced, but she avoided contact with others. There was literally a hand on the young girls butt!

But then Penny suddenly stopped, almost doubling over as she gripped her stomach and cried out in pain, a silent cry midst the music and thumping feet, and the group that surrounded her didn't seem to care nor notice.

Angry, Euna pushed and shoved her way to the group, grabbing a hold of Penny and roughly dragging her out from the crowd. She expected some sort of resistance or surprise, but all she got was slack body that followed, and that worried Euna. Angry and worried for someone else.. That was new.

Taking the back way out, the two finally ended up where it started, an alleyway that Euna could trace she'd been here so many times. "Penny... Hey, Pen. What the hell is the matter with you?"

Shaking the poor girl, Penny opened her eyes and stared up at Euna, who saw Penny's eyes and realized what had happened. She'd taken pixie dust. "Penny. You took the pill?"

"My skin is on fire... I hate it. I hate it... Oooh. Aunt May.. She.. She died to this. The fire... I hate it. It hurts." The young girl moaned and cried, rubbing her skin raw as if to put out a fire that wasn't there. This was the worst reaction to pixie dust Euna had ever seen. This was the kind of thing withdrawals did to a person. Not... Not someone who had taken one pill.

 "Fuck... Fuck! Okay. I need to call a... Shit. I can't take you back to the mansion... And Gretcher.. No. Mr Narric would kill me if I brought you to them like this.." Not sure what to do, Euna found herself panicking. Her friend was in pain and there was nothing she could do.

The mutant let out a loud yelp as Penny dug her fingers into Euna's red skin, harsh and rough. "Hell's kitchen. Nurse makes the pain stop." Penny grumbled and gasped, before clutching at her own head.

"Ah... Right..."

 

An Uber. Confused and pained directions from Penny and finally, the two were outside a apartment complex that looked mostly abandoned. "Umm. Penny, I'm starting to think I should just call an ambulance. You're reacting really badly to this stuff." Euna said, hoping the girl would just nod her head and not force Euna to hold her down till an ambulance came. But instead, Penny surprised the mutant by pulling her mask out and putting it on, before limping up to the apartments door and knocking on it, hard.

Few seconds passed and Euna was about done playing around, but just as she went to grab Penny, the door opened and a tired looking woman stared at the two, momentarily confused before recognizing the mask. "Spider-girl. You're not-" Just as she started however, Penny practically collapsed into the woman's arms, giggling.

"It hurts." She said, a giggle followed shortly after. "It hurts so much." She said more softly, before groaning in discomfort and pain.

"It's Pixie dust. She took some and had a bad reaction." Euna explained. Getting a look from the nurse, who seemed to have just noticed the mutant.

"Help me bring her inside. You got some explaining to do."

 

Inside, Penny laying on a couch with a IV fluid bag attached to her, she was shivering then laughing then shivering again, never seeming to get a break. "You know her?" The woman, Claire, interrupted, and Euna focused on the woman. Tired looking. This must have been nothing new. Person in a mask arriving on the door.

"Umm. Yea.. Not her choice. Sniffed her out after this whole thing with the X-men... Is she going to be alright?" Euna asked, her attention back on Penny, who seemed to have fallen asleep.

"She's a fast healer. The fluids will help... Tell me what happened. Exactly. Pixie dust doesn't just do this to someone, mutant or not." Claire stared down Euna, who gave a meager shrug.

"I gave her the pill... Brought them from a drug dealer. It's a minute high with my healing factor... And she isn't a mutant. She got bit by a genetically altered spider... Shit. I don't think I should have told you that. Anyway. She went after the drug dealer. You know. Vigilante. Ten... Twenty minutes later. She came back like this. Saying something about fire, not a literal fire... But she was on fire. Or thought she was." Euna explained, crossing her arms and frowning at the nurse. Here they were. Talking like this, while Penny was... Sleeping. At least she was sleeping.

Nodding along, Claire picked up a phone and sighed, tapping away at it. "That is exactly like a serious case of Pixie dust withdrawal. Something taking a pill would stop. Not start... Our best answer will come from Spider-girl herself... Got to say. I don't think I expected to see her like that. Isn't she fifteen?"

"Sixteen." Euna said, "And... This is my fault. I suspect you know a number of vigilantes. Look, I don't give a shit... But her? She's a kid. A kid that wants to save the world or a few people... A kid who treats me like a normal person.. I just wanted her to have fun. Fun with me... Someone's outside the door. Smells like aftershave." Euna noted. A door opening and footsteps closing in, till the Devil of hells kitchen walked in.

"Mutant?" He asked, clearly aware she was here before he should have.

"Yea. Nose is sensitive. You that Devil weirdo?" She smiled. Someone she didn't know, nor was needed to help Penny. Someone she could insult. Small or big insults.

"Yea... What's wrong with the girl? She smells off." He looked to Claire, who nodded.

"Pixie dust reaction. Bad one."

"I didn't think she'd be one to take pixie dust. Silly girl." He said, almost getting a biting retort from Euna about his choice of words, but they were all silenced by the cough that rung though a mask of a girl who shouldn't be standing yet.

"It was a last minute decision that got me out of a spot. Still regret it." Penny hoarsely whispered, but Dare Devil seemed to have heard it well enough. And Claire was already standing to intercept Penny before she made it any further into the room.

"You should get back into bed. Better to be healing then not. Normal people sometimes don't recover for weeks from an attack like this." She sternly said, but Penny ignored her.

"I got badly dosed with a bad mixture before I took that five month break by an asshole named Mysterio. Made my skin itch with fire. I guess even a normal dose of pixie dust triggered that bad batch in my head... Jeez... Screw my life." Penny leaned against a wall, rubbing at her cheek though the mask. She was tired... And needed to get home. Go to sleep. She could get her clothes from the mansion later.

"Fine. If you won't go back to sleep here. At least get to sleep soon somewhere safe. Sooner you rest, the better your body will work to remove the toxins from your body... Daredevil." Claire gave the man a look, before retreating into another room.

The three now left alone, Penny stood up and walked up to Daredevil, looking a little wobbly that Euna felt the need to intervene, but the girl managed. "You knew didn't you!? That Wilson Fisk is the King pin." Penny accused, getting a surprised look from the mutant and vigilante, for different reasons.

"Wait? The Wilson Fisk is the King pin? Holy shit... That actually makes sense." Euna muttered, but Daredevil seemed to lean down towards Penny, a angry, disappointed look shown by his lips.

"Forget you said that girl. Forget you heard it. Wilson Fisk is not someone you can just beat up." He said, sounding far more angry then Penny had ever heard him. But a sore head, dry throat and a fast beating heart made her angry.

"It's his name that sits behind every pill of Pixie dust! It's him that made that man kill... He needs to be stopped." Penny argued, having to choose her words, very carefully.

"And that is even more reason why you shouldn't even dare to think about going after him. You have a personal grudge. I can hear how violent your heart beats just saying, just hearing me speak. Swing around the city and put away the crooks that dare to rob out in the daylight. But leave the likes of Fisk to me." He stated back, and as much as she knew he was right...

She just didn't care. Brushing past him, Penny walked towards the door. "Come on Euna." She called out to the mutant, who shrugged to the vigilante and followed the other vigilante out. "Stupid freaking man. Wilson Fisk is the King pin Euna! Why has nobody done anything about it! And Felix! That stupid... Stupidly cute. No. Just stupid guy." She yelled out into the night sky. Not the brightest thing to do, but she still wasn't in a real mood to care.

"Quiet down. Want the whole underground to come after you? Jeez girl. Come on... Let's get you home... Think I can crash?" She asked, and Penny tiredly nodded, waving uselessly at the mutant to do her thing. "Christ. I only got so much cash. You're shouting next time." Euna grumbled. A little sigh as she pulled out her phone. "Wait.. Did you say Felix?"

But the more Penny stood, silently waiting, thinking, ignoring the question of a piqued Euna. The more she realized that a lot of people were going to die if she didn't do anything about those drug lords... Tired. Sore. Drugged. Penny should be going home.

"I'll be back. Just head to my place, wait outside." Penny called out to Euna as she run towards a building and jumped up to the higher part of the wall, climbing to the roof and out of sight of a distressed sounding Euna.

"Penny! Get back here!" She yelled, but Penny was already getting further and further away, pulling her suit out and stopping on a roof to get changed into her suit. There were five drug lords and a cat to catch. And she'd be a lesser hero if she didn't attempt to catch them before things got bad.

 

 

* * *

 

 

Knocking on the door to the back of the club. Penny stepped back as the door opened and out stepped a man who didn't look interested in what Penny had to do. "Sorry, no kids allowed. This isn't a costume party." He said, about to close the door before penny fired a web, catching it and holding it open.

"I'm here for business, mind stepping outside?" Penny asked, pulling the door open and stepping back again, the guard clearly now curious and wary, but stepped out.

"You're that vig aren't you? Spider whats it." He asked, and with a sigh, Penny fired a web at the wall fixture above him and held it out in front of her, firing another web to catch the web on the man's chest and pulling him upwards a bit. She fired another web on his radio to keep it fixed and useless.

"Spider-girl... I called the police before I got here. Hopefully they'll find you." Penny stated as she stepped past the aloft, struggling man and back inside the night club. Music and thumping sounds causing her headache to spike even more. And if Euna was drawing looks because of her mutant appearance. Penny was drawing looks for wearing a skin tight spandex suit to a night club full of drunk people.

But she wasn't Penny. She was Spider-girl. And she could literally out dance every single person here without a care. She moved though the crowd with ease, making it to the door and her biggest challenge.

Kev.

Luckily. Penny had the perfect plan... Had. She couldn't really think with all this thumping music. "Miss. I'm going to have to ask that you lea-" Kev backpedaled as a ball of web covered his mouth, his hands grabbing at it to tear it off as Penny walked by, hand on her head.

"Sorry bout that. Mind not calling for help for a bit?" Penny asked a useless request as she passed the man and kept moving forwards. She wasn't sure how long he'd be silent for, or when he'd find a knife or someone to help him, but as soon as he could talk, the Drug lords would know she was here. She didn't need the Rose, or Felix, prepared for her. Normal or mutant. She wasn't in any position to fight anyone that could even manage to match her.

Turning a corner, she came fact to face with the two guards from before, now recovered and obviously more wary, yet still surprised to see someone in a costume like hers suddenly step out. "Hey... Isn't that?"

"Spider-girl. You... Oh, she's coming." They spoke as Penny walked towards the two. At least they got her name right. "Hey, stop!" The man finally called to Penny, and she responded in kind with less words, more webs.

 

The two of them attached to the walls besides the door, two impact webbing build ups and she was already low on webbing. She really needed to reconsider her web shooters, but that was for later.

Opening the door, she saw several faces turn towards the light of the door as she stepped inside, refilling the web shooters as she did and continuing towards the center. Felix was missing, but the other five were exactly where they had been, only they seemed to be midst a game of cards, with the currency being real money and drugs.

"Who's there?" The older one called, clearly not seeing Penny well in the darkness. None of them did, but as she got closer, the Rose stood, alarmed.

"No... No. How!" He said, loud enough for all of them to hear as Penny stepped into the light, her emotionless masked face moving between them all.

"Boys. I don't suppose the rest of you know who I am?" She asked. They all remained seated besides Rose, and Penny was doing her best to ignore him right now. This was a complex situation, and they all knew it.

"I do... Another vigilante. I don't suppose you're here to stop us are you?" The older man asked, his eyes, filled with age and wisdom, looking at her. Looking for any way to escape the worst case for himself.

The youngest one seemed confused, maybe even a little terrified. The fat one looked like he didn't want to be here... And the one that had nearly caught her earlier, the disgusting one, seemed to be looking her up and down, taking in her figure with a rather lecherous smile. "Maybe she's here to join us! Why don't you sit down. My lap preferably." He said to Penny, and she chose to ignore him too.

"Yes and no. See, I'm here to stop your suicide mission. You're planning on getting a lot of people to die for all of you. And that isn't cool. So... In the end. Yea. Here to stop you. And that gun in the scared guys pants isn't going to help you." Penny said, firing a web at the man's hand as it suddenly came up with a gun, pointed towards her, the web catching it, she pulled it to her own hand, and with that hand, bend the barrel till the gun was as good as useless.

"Hmh... Perhaps not. But you've yet to notice you're outnumbered." The fat one said, not bothering to stand up. He wasn't much a threat.

"What, you mean the six of you?" Penny said, a hidden smile as the smug look of the old man told her he himself thought they had the advantage.

"Not five dear... Wait. You know?" He said, and Penny ducked as Felix jumped over her, her foot had been aimed for her head, but instead he had to twist in the air and land on the table. The disgusting leech, Rose and the scared one all stood. The old man and the Fat one stayed seated. Four against her... And that headache was back.

"One final chance. Step back. Sit down. Shouldn't too long now." The girl said, knowing the odds of her winning this, were for once. Not really in her favor. This was Rhino levels of oh no, but she made that phone call to the police urgent, with promises of lots of drugs. And there was.

"Sorry girly. But I don't think you're going to be leaving this place looking as pretty as I hope you are under the mask." The disgusting one promised, and the others seemed to be in agreement.

"I've got some payback I need to give to you Spider-girl."

"Same right here." Felix said after the Rose. And none of seemed to care about any of them having problems with the vigilante in the room. The vigilante was in the room.

 

* * *

 

 

"Were you always this fast cat?" Penny called out as she back flipped out of the way of a tackle. Unsurprisingly, the one that had the gun seemed to have vanished, but between Rose, Felix and the disgusting one, she didn't have much time to fight back.

"I hate you!" Felix called back, closing in on Penny with a series of swipes, his claws out and looking dangerous, not just looking, but quite dangerous. For her, and Rose, who she was quite sure was behind her.

Turning quick on her feet, Penny fired her webs at the Rose's chest and pulled herself towards him, but before she got close, she dropped into a slide, moving between his legs and pushing him into's Felix's claws, a yell of pain that came from the masked man told her the plan worked.

"Boys, boys. I know I'm pretty awesome, but you don't have to fight over me." Penny mocked as lightly hopped backwards, her three opponents getting their wits back together, which was good because her wits were leaving her as a rather serious headache took over. "Arhh." She groaned, a hand going to her head as she kept going back, trying to get some distance. 

Only to stop as a large and wet hand grabbed a hold of her wrist. "I got her!" The pig yelled, pleased with himself over what he thought was the victory. With a sigh, Penny pulled her free hand back and gave the man a jab to the nose. A mixture of bone breaking and blood spurting came from the fat man, he released his hold on Penny as he grabbed at his nose and sobbed.

"Hey! I punched him and only broke his nose. Awesome!" Penny almost whooped, rather proud of her ability to hold back her strength, but that moment she had taken to celebrate, she had ignored her spider sense and took a fist to the face, causing her to crash into the table of drugs, getting some powder over her suit. "Oww! Oh, damn it. I'm going to stink of drugs. You're paying for the washing bill!" Penny called to Rose, who didn't look happy with the current situation.

"If only you had just died back then... I'd have so many less problems." He said, walking around the table.

"About that. How does the King Pin... No. Nevermind. Mr Fisk right?" Penny almost murmured, watching as the masked man paused.

"How..." He whispered, and seeing as he was still, the disgusting man took the moment to replace his charge, grabbing Penny by the shoulder and slamming her against the wall with what felt like a bone cracking thud.

"Christ. Why do you have so many muscles for a drug lord. It isn't fair." Penny said, getting another slam for her worth.

"Got to say Spider. I kinda wish I could keep you. Breaking fighters is my specialty... And you smell nice." He said, sniffing her... Sniffing her.

"Gross... And. It's Spider-girl." Penny coughed as she tucked her legs in and pressed her feet against the man's chest, bracing her back to the wall as she kicked him off her, sending him reeling back while her hands kept her attached to the wall. "That's two. Where's the third..." Penny murmured, watching for Felix...

Penny kicked off the wall as Felix lunged from the roof at her, kicking off into the darkness, Felix followed with far more intensity then before, just catching bits of her suit and skin as the two distanced themselves from the rest, till Penny tripped over a stack of crates that were just a inch higher then she thought and Felix was on top of her, his claws at her neck. "You! There is no way you knew we were here! The only people that knew..." His eyes widened as he looked at her with a new light, and she began to worry.

"You knew my identity. Which means you met me without the suit..." He says, his hands grabbing at the fabric around her neck, her spider sense going off as he prepared to peel her mask off, to confirm his suspicions, but even if he thought he knew it was her, Penny. She wasn't going to make it easy on him.

As he was focused on finding out if he was correct or not, Penny snaked her arm under his chest and hit the trigger of her web shooter, blasting his chin with a glob of webbing before kicking him off her while he was stunned. Rolling away, Penny fixed her mask and shrugged to the heavily webbed Felix. "Sorry cat. This Spider goes another day without you knowing." She smiled. Sure, he most likely knew... But his know was still a guess till he saw for himself, and if she gave him the chance, he'd find out. One way or another.

"Oh.. Don't you worry. I'll find out for sure. And when I do. I'm going to have fun." The fellow teen in this crappy place growled, but before he got closer, the doors to the room were suddenly broken open.

"Police! Hands in the air!" She heard a voice call, and she looked towards Felix.

"I'd hand myself in if I was you." She said, before another headache flashed in her head, causing her to reel back and grab at the pain in an effort to hold it, to stop it. "Ahh. Damn it."

"If you were me, you'd have noticed the trap door the scared shitbird used to escape. Fatso and the old man had no chance to get to it, and the asshole is still looking for us. Rose seemed to have the same idea as me. See you Spider." He said as he left Penny to her headache.

Shaking herself out of the pain, Penny climbed up the wall to the roof, waiting for the police to surround the three remaining drug lords. She waited till she was sure the door was clear before dropping down on the table, surprising the officers. "Thanks for coming boys, I left them all nice and tidy for you." Penny said before firing two webs and zipping herself to the broken door before the officers could even order her to freeze.

"Okay. Police most likely have it all cleared out... But the back entrance where I came in should be the most cleared way." Penny decided as she retraced her steps, less fire, same amount of headache.

Peeking into the main entrance, she saw that police were indeed clearing the place out, but she was quick, and she realized... She could web swing inside. There was a roof. Jumping up, she fired a web to the roof and swung upwards, using the arc of momentum to sling herself to the roof, where she dived and caught herself on a pole, where she quickly zipped to the door and pushed it open, stepping outside and right into the barrel of a gun.

"Freeze!" She suddenly said, getting a raised eyebrow from the officer.

"Did you just steal my line?" He asked, and Penny almost laughed. That wasn't the reaction she was expecting.

"To be fair, I was just predicting what you were about to say." She said, stepping out of the way as the door closed, the gun following her. "Could you not shoot me? I've been shot before and it really sucks... Well, not shot, but close enough." She sighed, she could easily move fast enough, and if he didn't shoot now, maybe he still wouldn't shoot.

"Diana." He instead said.

"Pardon?"

"Diana was one of the officers you took that car for. She told me. 'The Spider-girl vigilante saved my life, and got hit by a car because of it.' She says thank you. Now... I don't know what to say about vigilantes. You want my opinion, you should all let the police handle things... But after the invasion... I suppose you guys aren't the worst..." He admitted, and Penny smiled. A true, proper smile, a smile that wasn't because she made someone angry, or because she got the better of someone else, but because someone she saved... Thank her.

"...Thanks... I. I know. I'm not the best at this, I know. But as you said. I took a car, and I'd take that car again for that thanks... She's welcome. Really." Penny said, watching as the officer lowered his gun, holding out his hand for Penny to shake, witch she did.

"Officer Davis. I got a kid who really likes what you do, got to be honest. If I was your dad, I'd suggest a less skin tight suit." He said with a chuckle, and Penny pulled her hand from his in mock hurt.

"Hey! I'm old enough to do what I want." She yelled, her voice a higher pitch then she wanted.

"I'm sure... You best be going kid. I suppose you did all the good you could do here."

"Yea... Have fun with the drug lord and all the drugs. One of them might have a broken nose. Bye!" Penny said as she jumped up and zipped to the roof, pushing off the edge of the roof with her hands to continue into the open air before firing a web to swing. She did what she came to do, but now it was time for her to go home... At least she made a friend in the police force... Kinda.

"Wait. My Purse!"

**Notes for the Chapter:**

> Hmmm. I meant what I said, I am not going to try and treat this seriously. But... I will still treat it so. Just... Not as much lol. Yea, I make sense.
> 
> P.S. It is the 25th of the fourth, a day after Endgame. (Came out in Australia yesterday.) And let me tell you. That... I have no words. I can only say that no matter what I write here, will never amount to what I saw. And that's okay. 
> 
> And finished at 13028 words. Largest chapter yet. I'm going to go though it and edit it, but it'll be released today. Woo.


	16. All hail the king.

**Summary for the Chapter:**

> Plans are being put into motion, and all the while, Penny is doing her best to keep her normal life, and Spider-girl separated.

A week. A week had passed since Penny had taken down the drug lords... More, she just kept most of them there till police arrived to take them down. But that was cool. She met an officer that didn't mind her too much. Made some more people angry, and took some bad guys off the street... Well, maybe the angry part wasn't all that great. Not when Euna was one of them.

 

**DAY 2 TILL ONE WEEK PAST.**

 

"May I ask where the hell you got these?" Jameson asked Penny, staring at the pictures of the recently acquired criminals and drug lords that had been given to him by none other then Penny Parker. Mystery and greatest source of pictures since Eddie Brock started working for him.

"...Inside a club. Maybe it'd be better not to ask how I got into the club. Being sixteen and all." Penny said, playing with her fingers and trying to look smaller then she was, and Jameson had to admit. He wanted to yell at her. Tell her not to do something so stupid... But these... These were good pictures. He could have them be on the second page, right behind Spider-girl.

Seeing as the Vigilante was reported to have been since at the scene of the crime. Sadly, the only pictures the girl had of that woman was some thug busts. A clothes store that had been broken into and a car thief.

"Don't do again. I thought about docking the wages you'd get for these... But I'm just going to let you off with a warning Parker. No picture is worth breaking the law over, or putting yourself into such a dangerous situation." He finally decided on just a reprimand. Nothing that'd drive the girl away, but enough to at least warn her off doing such a dangerous thing.

"Thank you Mr Jameson. And don't worry. I've learned my lesson." Penny lied. But Jameson didn't know, he just smiled to himself, with a satisfied nod that his work was done.

"Good. Now what the hell are doing sitting down! Pictures don't get taken themselves do they?" He barked, and Penny quickly left him alone to his pictures, as soon as he paged for the girl to get paid.

But the real excitement for Jameson, was the day after, after he had printed out the paper. 'DRUG LORDS TAKEN DOWN, OR REMOVED FROM THE COMPETITION BY SPIDER-GIRL!?' That he received his honorary visit from the son of the biggest crime lord in modern history. Richard Fisk.

"Who! Who took those photo's!" The boy demanded, and Jameson laughed, pulling at a cigar before even considering an answer to his question. "Jameson I swear to god if you don't give me who took those photo's."

"What? You'll ask daddy to have me be put down? We both know how that'll go. I'll throw every bit of dirt I've mustered at him before I'm gone, and even if it doesn't do much, it'll be remembered. He wouldn't want that, now would he? You're not getting their name... Why do you even want their name?" The older man asked, curious as to what could have caused so much panic in Fisk Jr by some pictures that didn't even have him.

"...No reason." Richard said, and Jameson could only guess that perhaps the boy had been there, but Penny hadn't taken any pictures of the boy... But why? She's just a girl, she wouldn't know better... Hmm.

"Well. If that's all. Then I suggest you leave. I'm waiting for my freelancer to get me some juicy pics of that vigilante Spider-girl. I heard reports that masked menace was seen battling some old man with wings. Wings! Can you imagine? The lunatics in this city just grow and grow more and more. You know, despite the Avengers, the X-men, those new guys. Fantastic Four or whatever. The people are intrigued by a woman in spandex that swings around the city and fights crime. It's all they want!" Jameson went on, and Richard stayed to listen, which meant that the boy had something to say.

"Look. The vigilante. Spider-girl. My father wants her head. I'm sure you'd be rewarded if you got any information on who she really is." He said, and Jameson once more, laughed.

"Tell you what kid. If I find out the bug's identity. The whole world will know. Then maybe whoever it is can finally abide by the law. Now if you have nothing more. Get out." Jameson demanded once more, and this time, Richard complied, moving to the door and opening it.

Only to find a young girl in his way. "Oh. Sorry..." She started to say, stuttering as she realized who it was that stood before her, but he knew her... No. He just remembered her a little.

"Parker right? Can I assume you're the freelancer?" He asked, and she shrugged, seeming to step back away from him.

"Umm. Sorta. More like professional freelancer... Richard Fisk..." She said weirdly, as if tasting the words in her mouth, and as much as he wanted to see if she knew more about the vigilante she took photo's off, he was put off by the weird look she was giving him, unconsciously or not.

"Right... Well, pleasure to meet you again. Bye." He finished, walking past her and towards the elevator, but he could feel her eyes on him, and as he turned to press the first floor button, he saw her watching him with a frown, a frown that spoke of someone deep in thought. "Weird..."

 

* * *

 

 

**DAY 4 TILL THE WEEK HAD PASSED.**

 

"It was awesome! He was using magnetic power connected to a harness that enabled him to fly, and Mr Otto came to mind with his class on magnetic engineering and I was able to fashion this device, I'm calling it a Anti-Magnetic Inverter. It disable his harness and bam, he couldn't fly and I was just able to web him up just like that!" Penny gushed to Euna, who was playing with her food, looking bored.

"That's awesome Penny. Go Inverter!" She cheered with a bored voice, leaving Penny to slump her shoulders at the mutant.

"You're still angry at me. I had no choice! They were-"

"You didn't have to get the club shut down! That was my favorite place, the only place I could easily get into. And now Kev is annoyed with me, those photo's you took basically said he worked for a place that sold drugs, you're lucky he didn't get sent to prison." Euna angrily stated, being overly loud and drawing a few looks, but the two girls were distant enough from the other tables in the cafeteria that no one seemed to discern what Euna had been ranting about.

"I'm sorry. I really am... Just. I'm pretty sure I stopped a lot of people from dying." The younger of the two reinforced, and Euna sighed tormentingly.

"I know. I know. You did the right thing. I'm still really annoyed because of it... But it was the right thing... At least you enjoyed yourself while it lasted." Euna smiled, and this time Penny sighed.

"Yes. Fine. I liked it. I'm waiting till I'm actually old enough to go back... But I might just do it again. As long as I don't encounter Felix again."

"Right, you said his name before. This Felix wouldn't happen to have white hair would he?" Euna asked, getting a surprised look from Penny, "Yea. I know him. Cat like mutant, right."

"Yea. How do you know him?" Penny asked, and Euna chuckled.

"I should be the one asking you that? I use the date the asshole. Professor X brought him to the mansion with his huge sister. And I mean huge Penny. I was jealous. Me!" Euna enamored, poking at her chest and getting a spluttering cough from Penny, which the mutant smiled too. "Anyway. I liked him. I could tell he was a trouble maker. We broke out of the mansion and ran together for a while. But it turns out he was just scouting out the mansion for a heist. Said so himself. Too dangerous. Him and his sister left and I felt betrayed... But worth it. Guy kisses like a murderer and looks damn good."

"Yea... I know..." Penny muttered, frowning at her memories of the cat mutant thief, in the corner of her eye, she saw a growing grin from Euna, who was leaning closer and closer to Penny, almost spilling herself over the table. "What?"

"You know? Penny, I didn't think you had it in you!" Euna exclaimed excitedly, and Penny realized what the girl was going on about.

"Oh! No no. Umm. Felix ah... Before I stopped, there was this guy, Taskmaster. He got into the school and attacked him, thinking Felix was me, and I jumped on his back, and me and Felix basically threw him out a window... And then Felix kissed me. It was... strange." Penny explained, touching her lips before shaking her head.

"He stole your first kiss? Damn he is a hell of a player. I will give him that. Hey, I bet you two would make a cool couple. You should totes ask him out next time you see him. Maybe he'll be less of an asshole having to deal with your goody tooshie ass." Euna joked, but Penny frowned at the mutant, already telling Euna no.

"Not likely. He hates Spider-girl. Pretty sure he wants to kill me. And I'm half sure he figured out who I am after I interrupted their thing, he caught me taking photo's of them. Next minute. Spider-girl appears." Penny said, getting a pouting look from Euna, who seemed almost disappointed.

"That sucks... You two really would have looked cute... Oh hey, talking about cute. Apparently there is this guy coming to the school to give a speech about co-living between humans and mutants. And I am hoping he's cute, cause I don't think I'll be able to handle some old fart talking about how we should live in peace and all that."

"Blarge, can we stop talking about guys? I'm getting sick of it." Penny grumbled, sliding down till she was slumped into her chair.

"Well. Then you need to stop talking about how you kick people into submission and then web them up with your webbing."

 

* * *

 

 

"Davis. I got a call for you." A officer called to Davis, who was in the midst of paperwork. The law normally didn't allow vigilantes to directly be the reason why criminals went to jail, but the police force had some idea on how to work around that thanks to the originals. The devil of hells kitchen, Luke Cage, and now Spider-girl. Luckily, the drugs did these ones the Spider clad vigilante took down just a few days ago. 

"Thanks Yuri, I'll collect it." He called out to the officer in training, before hitting the button on his office phone and picking it up. "Hello?"

"Hi. Which police station is this?" The girl asked, young sounding as she was, and her question was quite curious, because it seems she had asked for him.

"Midtown. Why?" He asked, and she heard the whoosh of air pass by before she spoke again.

"Cool, hey, could you come up to the rooftop please?" She then asked, and this made Davis even more curious.

"I'm sorry, who is this?" He asked once more, and had several seconds of silence before she spoke again.

"Just. Meet me up here. Please." She said again, and hanged up before he could question it further. Putting the phone down, the officer considered her words, before realizing that she had said to meet her up there...

Off his chair, Davis quickly walked to the stairs and headed upwards, nodding to the captain along the way before he finally got to the rooftop and opened the door, looking around and finding only the orange glow of the sky. "Damn. I must be off my rocker." He breathed, surprised at his own stupidity. No one could get up here, no one but mutants and...

Turning around, he came face to face with Spider-girl, who was perched atop the entry to the police station, a backpack on her back and a waving hand aimed at his direction. "Hi!" She said, bringing the hand back down to the edge of the roofing, perfectly squatting atop it.

"You're kidding me. Kid, I do not have the time for this." Davis stated, mildly surprised to see the girl here, very surprised that she wanted to talk to him, but he wasn't suppose too, and he didn't want to get into trouble, not now.

"Wait! Wait please... I. Wanted to talk to you." The girl said, leaning down towards Davis, who couldn't see any features behind that mask, but could only guess that she was trying to look as if she was begging. Sighing, he stepped back and she perked up once more. "Thank you!"

"I'll give you five minutes. I got to get back to work and you can't stay here. Now. What is it?" He asked, deciding that he wouldn't remember the five minutes, and hoped she would.

"Okay, uhh. So. Dang it. I had this all planned out! Okay... Look. Vigilante sounds cool and all.. But I don't want that to be my thing. I want to help people. I want to be a hero. And I wanted... Your opinion on that." The spandex clad girl said, and Davis had to admit, he was generally surprised. He didn't think any other Vig had even considered doing something like this, perhaps because this was rather stupid in most cases.

"Well... You need the public behind you. The Avengers, the X-men, even that Family, the Fantastic four, all have the support of the people, but that's also because everyone knows who they are. They've also saved the world a few times, even if the people won't always like them. What do you do." Davis asked, and the young girl remained quiet over a small while, before giving a rather meek answer.

"I... beat people up." She said, and Davis sighed. She beat people up. How old was she?

"Well, there you go. Vigilantes beat people up, and yes, this does save the occasional life, but it isn't the invasion. Kid, you're new. Being a hero is going to take time, and the right choices... And saving people. Not just because they're being threatened, but because they're in danger. Help the occasional old lady across the street too." Davis explained, feeling rather silly. Here he was, giving advice to a girl dressed up as a spider. Far cry days to what he and Aaron did.

"...Thank you." The girl said quietly, but loud enough to be heard. "Really... I'm silly. Expecting people to look at me and think hero just because I beat a few people up. I'll be better Officer. I promise." She said, and he had to admit... His heart melted for but a moment. If he couldn't stop her, he could at least direct her the right way. 

"If it's any consolation... My son looks up to you. And you're not doing bad. You just need to be better." He admitted, and he watched the girl rapidly nod her head. 

"Thanks! Umm. I got to get home... Hey... If I was to say, encounter something the police should know about, can I call you?" She asked, and Davis rolled his eyes. He was already deep in the doo doo if he got caught... What was giving his number to a vigilan- no, hero in making gonna do? 

 

* * *

 

 

That was the majority of her week. Otherwise it was patrols and getting pictures to Mr Jameson. Euna was on okay terms with her, which was awesome, and Felix hadn't appeared to claw her eyes out, so that was a win! But as she sat down for lunch on this Friday, waiting for Euna to arrive, she found herself waiting.

And waiting.

Waiting.

By the time the bell went, Euna hadn't arrived, and Penny noticed that most of the mutant students hadn't arrived, only the occasional few and some of the teachers. She went to her biology class, and did her best to not worry about it, but it must have been quite obvious on her face when Dr Connors came over and gave the perplexed girl a tap on the shoulder. "Ms Parker. You okay?"

"Oh. Yes Dr Connors... Just thinking." Penny said, looking up to him, and doing her best to ignore the flap of the sleeve where his am should have been. Missing, as it was.

"Oh? Would that thinking have to do with this side project of yours?" He asked, and left Penny confused for a second before she realized he was referring to the beaker of expansive web fluid she had left out in the open.

"OH. Um. Yea, no, this is-"

"What looks like Chemistry and Metalwork." He said as he picked up a small orb beside the beaker, examining it. "Is my class really that boring?" He then asked, putting it down and giving Penny a raised brow.

"No, of course not sir. I just, I already finished the assigned work and pages 278 to 297. I had some spare time and decided to... Do my side project." Penny slowly said, watching as Connor's put his attention on her paperwork, reading though it and laughing.

"My... And here I thought I was smart. Good job Parker... This is really good... Could you meet me after school? Here? I want to assign you a... Unique project." He asked, and Penny found herself nodding. Dr Connors was, like Mr Otto, a legend in the science world, maybe lesser known compared to those like Stark and Banner, among other names, but still a legend. "Good. Keep up the good work Parker." He said, leaving her to her own devices.

And those devices were works in progress. She had decided that the way she had designed her web shooters was... Obsolete. They used up too much webbing and her impact webs were a guzzler. But, she had come up with an idea. She had a formula... But formulas could be manipulated and evolved. She could adapt them, change them, ever so slightly.

This webbing, was meant to expand, greatly, so that maybe a pound of webbing formula, when it made contact with the air, would expand and expand into that of a net of pounds of webbing, creating the original device of a impact web, but instead of using her normal webbing, she could put the impact webs into combustible containers that broke on impact and captured the target. Sure she'd have to remake them when she got home, and it limited the amount she had, but then, she didn't use them that often.

Only problem is containing them. She'd need to adapt her old web shooters to fire off different mechanisms, which also meant she couldn't have them be under her suit... No, it'd be better if she just made new ones. That way, she could work on the size and capacity, while also changing the shape and design to work better with her suit now that it'd be on the outside.

Spending the rest of this, and her biophysics class considering and drawing up her ideas and designs, it finally came round to her second lunch break, and upon eyeing her usual table, Penny saw that the mutant population was still lower then normal, and Euna was still missing.

Gathering the courage to walk up to the few students that were there, Penny got curious looks as she came up to them, and seeing as she had their attention, decided to just ask her question. "Umm... Where are most of the m- Students." She asked, and the looks she got were not annoyed... More, they were sad.

"A large crowd of protesters are surrounding the school. The teachers are keeping all students inside... We got here early so, we weren't caught in it. Ms- Gretcher said we'd be fine here. You hang with Euna, right?" The student then asked, and Penny nodded. "Hmm. It's weird. She normally doesn't like humans. Not unless they're 'hot.' No offense." The kid finished, and Penny felt a light blush heat her cheeks and she wasn't sure why.

"Right... Thank you." She said, walking away, of course, Euna knew Penny wasn't a normal human...

She paused as she realized that she was walking towards an empty table, and instead her eyes scanned the tables filled with students, and she found that... She didn't know any of them. She had stuck to Euna as soon as the mutant came to the school, and everyone else suddenly became... Boring. Gods, what was wrong with her.

Before she could decide for herself that she didn't deserve to sit with anyone, she finally saw Harry, who was in a table with all of his own friends, and sheepishly, she couldn't decide if she should bother her old friend or just sit alone.

And at this point, it was starting to look weird that she was standing in the midst of the canteen, looking at tables like a lonely puppy, so she decided to suck in her gut and walk over to Harry's table, who noticed her and gave her a wave. "Penny! Hey, guys, this is Penny." He said, introducing her to the others at the table, three guys and a girl, with two of the guys quite close to each other. Possessively so.

"Hi... Don't mind if I sit with you?" Penny asked, and she wasn't refused, so she sat down next to the girl, who was holding out a dainty hand for Penny. "I'm Kara. Those lovers are Danial and Damien, the guy staring at you is Miguel. You're in bio with me, but you're always head in the books so I never really said hi." Kara introduced everyone, pointing out that indeed, Miguel seemed to be staring at Penny, but was quickly looking away, and the couple near him simply smiled and pecked each other on the lips as if to prove Kara's point, and of course, Harry was just finding the entire ordeal quite hilarious.

"Right... Sorry. Always thinking of something. Nice to meet you all." Penny said, nodding to all of them.

"So Penny. I guess you run back to us when the mutant chick didn't show up?" Damien asked, and Harry hissed at him.

"Dude. She's my friend. She can come here whenever. But, I've been meaning to ask. How did you friend..."

"Euna." Penny answered, instantly, for some reason, disliking Damien... She wondered why.

"Euna. She seems... Nice. Been curious is all. Seems like she just showed up and boom, you two were sitting together like best friends." Harry said, and it seemed all of his friends had a vague interest in Penny's answer.

"We met out of school. Happy accident. Talked. Just, hit it up. Then I learned she was coming here and we just... Stuck together. I guess." Penny explained, and it seemed the normality of her answer took the curious energy from them.

"It's quite sad really. The protest outside the mansion. They're not going anywhere, no use yelling at them to do it." Kara sighed, playing with a chip.

"Mmm. I agree. While there is a 'line' between us. This school is meant to symbolize unification between the two of our kinds. Human and mutant. I can't wait for the inter-sports games." Miguel offered, and Penny gave him a questioning look, but Harry offered the answer.

"It's been a pet project of the student council. Setting up a few competitions for the mutants and us to play. Dodge ball, the sort. Friendly competition. No powers. So some students won't be able to participate in some games, but it should be fun. Finally give us a chance to mingle... More, force each other to mingle." Harry said with a devilish smile, and Penny couldn't help but smile herself. It sounded fun... Also like something she herself shouldn't join. Wouldn't be fair for her to join the human team... Also it'd be dangerous if she was too good anyway.

"Hey, been meaning to ask, but do you guys know about the guest speaker coming?" Penny asked, and she got some shrugs, except from Harry.

"Oh, Harry knows. But he's keeping it a secret, like a huge jerk." Kara punched him in the shoulder, lightly, and he could only smile more.

"Come on. It's a surprise. A surprise you'll all enjoy... A fiery one at that." Harry promised, the others pestering him for more, but as Penny sat among them, she only felt more and more isolated, alone as these people that knew each other spoke about things... Normal.

Penny didn't have anything to add. Rather, she wished she could be talking about how she was developing glue that could quite possibly, transfer currents of electricity. She could make web fluid, conductive, and here these guys were talking about how the cafeteria seemed light on fruit salads. When was normal life so...

Different.

 

* * *

 

 

"Dr Connors?" Penny called out for the doctor, and saw him at his desk, where he saw Penny and motioned her in.

"Ms Parker. Enjoying your classes?" He asked, and she nodded. "Good. I've been looking back at your handed in papers, I'm not sure how I didn't notice this before. You've got a high intellect young lady." He praised, causing the young girl to blush.

"It's nothing really. I studied a lot when I was younger, and I've always had a good memory for these kinds of things." Admitted, helped that when she couldn't sleep, she put that time to theory testing. Be it her own personal ones, or school related, depending on her mood.

"Well. I had two reasons why I wanted to ask you here. See, we have some new students coming to the school, honorary students. The kind that are so smart, Dr Otto invites them here, and as long as their grades keep up, they can stay... Frankly Penny, I believe you should have been one of these students... But that doesn't matter now, what does, is that these students will need a guiding hand, and I ask that you keep an eye out for them. You'll know them by the badge they'll have to wear for their first week."

Stunned, Penny waited for him to continue, but when he didn't, she took a moment to process what he was just asking of her, and he wasn't even done. "I... Why me? And badge? I didn't have to wear a badge?" She asked, deciding those two bits were the most important questions. They had to be.

"The badge is Otto's idea. He told me it'll give the students already here something to aim for... Essentially, he's making these new students targets in a already competitive field. As to why you. I don't think you're going to target these kids. You work hard and you avoid trouble, and that's all I know about you. Less is better in this situation, that, and, I'll give you extra credit for it." Looking into a microscope as he spoke, he gave a slight wink in Penny's direction, and she sighed. It was... It wasn't that bad. Just make sure a few people don't get into trouble.

No problem.

"And the other thing, Dr Connors?" Penny asked, to which Connors motioned her over to him. Stepping over, he leaned away from the microscope.

"Look." Was all he said, and so she did, her vision sighting what looked like cells... Rapidly duplicating cells. "See them?"

"I... Do. Dr Connors?" She asked, leaning back and looking to him, his smile quite evident. "What is this about?"

"I, am in the midst of developing a serum that can cause massive growth and regeneration in limbs, such as a man's arm. These cells are those of a _Ambystoma_ _mexicanum_. Or the A-."

"Axolotl. You're trying to replicate their regenerative process in humans... I mean, scientists have been trying that for years." Penny exclaimed. It was common knowledge to anyone who cared to even look into it. 

"Yes, and I am one of them. But. I think I have it worked out. See, I asked for samples of a mutant with regenerative properties, and I've been working to combine these two features, but I've had no luck..." He slowed, clearly in thought about the subject already...

It made her wonder why this was important to her... Unless... Unless. He wanted her help on it... Maybe even just some fresh eyes on the subject matter. "Dr Connors. I know that Lizard's don't have as much a regenerative factor as Amphibians... But our DNA is more comparable to that of lizards, I mean, we practically evolved from lizards. Have you considered it? I mean, Geckos, grow entire tails back!" Penny almost shouted, but quieted down, before deciding that perhaps her input was just plain stupid. "I'm sorry, that was a stupid thought."

"No.." Connors said, surprising her as he continued to mutter no, no no no no... Till finally he said yes. "Yes! That is it. The DNA. The closeness of it could be the underlying factor I've missed this entire time. Penny, thank you. I must start trail runs at once. The new students will be arriving next month, you can go now Parker. I'll tell Octavius of your... help. Thank you."

"You're... Welcome... It was an honor to help you. See you." Penny smiled as she turned to leave, her heart pounding. If he was successful... She could be one of the reasons why human limb regeneration is possible... If it works. There is a high chance Dr Connors won't discover a single thing.

But if he did... If he did. It'd be amazing.

Leaving the school, Penny pondered on her next course of action. While some part of her wanted to head to the X-mansion, there wasn't a lot she could really do, and would perhaps only serve to make things worst.

Actually, she did have one idea... A terrible one... But it had been a week since she had learned the real name of the King pin of crime. Wilson Fisk, and the plan that had been put in motion to undermine him by a bunch of crime lords, two of which, escaped when she crashed their party. Three if you counted the cat. "It'd be worth it to watch over Fisk tower. That's the only office I can think of that'd have something important to him."

Finding a closed of alleyway, Penny quickly changed and started swinging towards Fisk tower. Besides the Daily Bugle and Avengers tower, Fisk Tower was the third most Iconic place she'd never had to chance to visit. Seems she was checking off her list of places to visit one by one now that she was Spider-girl.

When she got close, she swung by a high building and threw her bag at it, firing off a few webs to keep it in place atop the roof as she continued onward, closer and closer until she was perched atop a nearby roof to the building.

No easy way in... She could head to the roof, maybe find a vent to crawl into... She hesitated as she looked downwards, finding people and cars, going in every direction. She was almost sure the attack on Fisk's tower should be cancelled, and with the man himself currently going to a meeting with the mayor... Well, should be at least, if the news leading up to today had meant anything.

With a sigh, she zipped herself to the wall of Fisk tower and started to look and crawl around, a black blip atop this building, she hoped no one noticed her as she finally found a vent, several in fact, and none of them easy to get into.

But with some bedazzling, a little webbing and nearly tearing her suit near her butt, Penny squeezed herself inside one of the vents, and started a tedious crawl into the inner workings of the building, finding it was hot, annoying and she already regretted this decision. "Why is it so hot... Maybe cause you're in a vent Penny, and you clogged the fan, oh, and this fan." Penny angrily exclaimed at herself as she clogged a fan so that she could pass by with webbing. She was getting no where, and her suit was starting to rub her in the wrong places, really badly.

"Maybe you should have thought a little more about this. What if I get stuck? Please, pretty please don't get stuck." The young girl begged as she continued onward, pausing as she looked down over a vent, seeing some people in business clothes, the smell of coffee emanating from the cups they had.

"It's weird. Not only did Mr Fisk cancel, but he invited that man here." One of them said, taking a gracious sip as the other one sighed wearily, tugging at their collar.

"Have you noticed it's getting a little hot? I swear, if the vents are clogged with another bird." The other complained, but beyond that, the two moved onto other topics, and Penny continued, now wary of any dead birds.

Fisk was here, and so was someone else. Not particularly good news, but it also meant that if the attack was to have happened today... Would he have still been here? That didn't matter if she couldn't find them, and these vents could lead anywhere. Or no where. Both of those could ether lead to where she needed to be, or she could be stuck for hours, and learn nothing.

Taking another turn, Penny contemplated just busting though the next grate she found and hoping she wasn't seen, till she felt her vent rattle, just a little, and as she followed the vibrations, she found the rattles grew stronger, till she did find a grate. The elevator grate. Putting pressure onto the vent till it popped off, she poked her head out and saw the elevator systems. "...Wait... There should be vents on top of elevators. Movies always show that they do... I can get to any floor this way."

Two elevators meant she had two chances to find out what she needed... Or to be lucky. Actually... If she owned this tower... She'd have her office be on the top floor, she just needed someone to go there... Or to press the button herself. Of course, that was if his office really was at the top... "Who am I kidding? Of course it is."

Climbing out of the vent with a sigh of relief, Penny jumped atop the highest elevator, slowly crawling towards the top vent, which was there. "Okay... Just need to wait- Whoa." The girl lurched as the elevator moved upwards at a steady pace, leaving her to hold on for dear life, while in no danger, the shock of the sudden movement reverted her to just a girl stuck atop a moving elevator for a moment.

But when it finally stopped and Penny had a moment to catch her breath and mentally prepare herself, she found herself lost all over again when Norman Osborn walked into the elevator alongside two finely dressed men. He was wearing a suit with a green tie, and had sunglasses on. Sunglasses. In all her life, she never saw Mr Osborn with glasses.

"Top floor please. I'd rather get down and gritty with the business then stand around these pathetic labs." Norman stated, clearly irritated, and one of the dressed men pressed the button to the top floor.

"Our science facilities only use and hire the best Mr Osborn, are you sure they are not to your liking." The other one said, strangely monotone, and if Penny thought about it, both, no, all three of the men below her were making her spider sense buzz, as if warning her of the danger they presented, despite her not seeing such danger.

"I wouldn't have my own employees working here, forget me even stepping into those labs again. You wanted my advice? Don't work cheap. Whatever is the best deal, there is always a more expensive one, and those will always be worth it." Norman growled, and Penny found herself laying flat against the roof of the elevator, barely even breathing as to not alert those under her.

When the elevator finally came to a stop, Penny counted the beats of her heart as the three left the elevator, waiting till the fiftieth beat till she moved, her heart was pumping so fast she was surprised it didn't vibrate the elevator shaft. "Okay... Hand on vent, stick... Pull." Penny shakily breathed as she pulled the vent upwards, slipping into the elevator as she did and though the sliding doors before they closed, quickly climbing to the roof and looking down at the uniqueness of the room. 

Filled with a great deal many antiques, Penny was now sure that Wilson Fisk would have been angry had the raid happened today, good thing she had stopped it then, as much as she hated the Kingpin, her mind still wheeling over the fact that title had a name, a name she kinda wished wasn't true, she also liked the look of a few of these paintings, and statues.

Continuing on, Penny heard the whisper of voices, and soon she followed them, finding six people. Wilson Fisk, sitting at an office desk, his huge frame so jarringly frightening. Norman Osborn, sitting across from Fisk,  briefcase in his lap, something she had missed apparently. He was also flanked by three of the finely dressed men, two from the elevator, one must have been here already. 

And finally, a rather less colorful Rose stood to the side, his fedora and Guy Fawkes mask being the only telltale signs that he was the Rose. All in all, best she didn't start a fight, gulping, she slowly approached, till their voices became more clear, their attention all on each other so much that her small figure, attached to the roof as it was, went unnoticed.

"....You're quite lucky Mr Osborn. I had other plans for today, but a mutual problem of ours dealt with the problem in a way I don't particularly mind, but didn't want. My Lieutenant went though quite the effort to trick all of those men into revealing their true alliances." Wilson... No, Kingpin said, Penny realized. This man, wasn't the man that people loved and adored, that fixed the city after the invasion.

This was a darker man, a man who was all business, and that business wasn't a good one. "Spider-girl, I assume. I had figured the girl was giving you trouble, and I grow rather tired of the pest you keep sending for me, so I thought of a way that we could... Clear the water, between us." Norman said, presenting the briefcase, which one of the dressed men took and stepped away, opening it to check for anything, before deciding it was safe, and planting it in front of Fisk.

The large man stared curiously at the open case, before grabbing something out of it and pushing the case aside, revealing a flask. "And this is?" He asked, and Norman smiled.

"This, is what you asked for six months ago. The super solider serum. I managed to keep enough resources to finish one vial, I only have one request, however." Norman stated, but Penny wasn't in the mind for listening, her mind was racing. He still had some of it? Not just that, he actually made one? A vial of the Super solider serum?

"...That would be." Wilson said, eyes centered on Norman with an intensity that would have frightened normal men.

"Kill the Spider." Norman grinned, a deadly smile that seemed to make the Kingpin lean back in slight shock.

"...Acceptable. Norman Osborn. We no longer have any problems. And I will see too it, that the newest vigilante on the block, is eliminated as swiftly as possible... Now. What to do with-" The Kingpin raised the flask up, staring at it longingly, only for it to suddenly be snatched from his hands and webbed into the hands of Spider-girl. "WHAT!"

All eyes were on her now, but she didn't care. The Kingpin could not have even a drop of this serum. Her mother died so that people like him wouldn't get their hands on it. She wasn't going to stand by and see that happen. "Sorry boys, but this doesn't belong to you." Penny said cheerfully, a complete lie to how she actually felt.

"Spider-girl! I must thank you for showing up. You've saved us so much trouble." Osborn stated as the three finely dressed men put their attention on her, the Rose, however, seemed to have vanished somewhere.

"Hand! Stop her at once!" Fisk roared, and Penny yelped as she dropped from the roof to avoid three shurikens thrown at her by the- Ninjas. The three men dropped their business coats to reveal black gi, along with several more sharp objects, just ready to tear at Penny.

"Well, you can scratch that off my bucket list. Fight ninjas and a crazy old man." Penny joked as she fired several webs at them, finding they all moved quickly out of the way, including Osborn, who pulled his own weapon out, a pumpkin shaped orb.

"Crazy... Might be true. But don't call me old." Norman stated as  he threw the orb at her, and Penny would have laughed at the device if her Spider-sense wasn't going off at a million miles a second, causing her to jump backwards as the pumpkin bomb exploded, sending shrapnel out in a focused cone where Penny was.

But even having avoided that, Penny now had to handle three bona fide ninjas that were quick and deadly, daggers or shurikens attempted to cut at her suit and skin and the young girl was barely able to just keep out of their range, with no time to counter attack.

Her back to the wall, Penny jumped up and kicked off the wall, sailing over the hand ninjas while firing webbing at them, catching one of them off guard as his hand was suddenly pinned to the wall, giving the girl some breathing room as she zipped towards the window of the office with a web, landing against it and looking over to the five people that really didn't like her, the ninja she had trapped having cut himself free already. "Come on guys. Give a girl a break?"

 

* * *

 

 

While the three Ninja's kept the Spider preoccupied, King-pin, Osborn and the Rose gathered in the adjacent room, where Wilson Fisk would have slapped his son for leaving them if not for the company. "How did she get in here!" Fisk roared, knowing he'd get no concrete answer from Osborn or his son.

"Mr Fisk, it does not matter how, nor why, just that she is. While I deduced that attempting to recreate whatever made her into the persona of Spider-girl would be a scientifically leap of modern science... What I mean is, currently, and for the foreseeable future, impossible, her genetic code and the situation into what made her into this, unrepeatable. However, I can give you a step towards her." Osborn said as he pulled out a vial from his pocket, almost exactly the same as the one the vigilante had stolen.

"What is this!" Rose demanded, silenced by a risen hand from his father, who was more calm then he had any right to be.

"You gave me a fake?"

"Of course. You think I could just hand out the super solider serum willy nilly? I had to make sure the deal would be made, and that you wouldn't be trying anything funny... You inject yourself with that? Not even Captain America could stop you." Norman said with wide arms, a disturbing smiled etched onto his lips as the two Fisk's stared at the vial that could turn them into weapons.

Of course, Norman had chosen not to mention that this formula was... Incomplete. He never could finish it, never could stabilize it enough for injection. Even the serum inside his own body, had to be countered before it dismantled his body from within. But he was still as strong as the fabled Captain America, and he expected Spider-girl to be exactly the same.

And so this was his chance. If Fisk took the serum now, with his inhuman strength, enhanced by several levels, he'd be unstoppable. He could kill the girl with ease, and way waste to many problems the two shared, but eventually, without the injections Norman had made, Fisk would grow weak and sickly as his large body became a center of self destruction and degradation. The perfect plan. Well, not perfect, the serum he had originally given the Kingpin was in fact, not a fake, but a more unstable version of the serum. Meant to destroy whoever took it faster. He could only make the two, and while he had had plans for the better one... Well, he worked with what he had.

And as smart as Fisk was, he was always hunting for more power. Power in a bottle? He couldn't refuse, and Norman had to hold the sinister laugh he wished to break into when Fisk finally took the vial and downed it. "Now. You're going to have to wait for the effects to fully take place, your large body will be able to keep you quite active during the process. I suppose we should check on our friends now anyway." Osborn offered, and the two crime lords agreed.

Stepping in behind Fisk and Rose, who were acting as if there wasn't a single problem at all, the three found that quite the battle had passed. Spider-girl stood above one of the ninjas, breathing heavily, shoulders defined and chest raising in exhaustion as she webbed the final of the Hand ninja's to the ground, one of them had been throw into a plant pot, and then had a plant pot thrown at them right after, and the second one was somehow, webbed to the ceiling, struggling to escape with no progress.

The girl, however, was not unscathed. She had several cuts along her arms and legs, and a Tanto San Mai, a long Japanese style dagger was in the meat of her calf, her leg shaking quite heavily as she stood to face the three relatively untouched men before her. "Y-you're not getting the serum." The vigilante said, her voice a shaking mess, you could practically hear the tears that stung her eyes, the pain of a child.

The sight of her caused the Rose to look away, but Osborn and Fisk didn't care, nay, did not notice the youngest of the crime lords, Fisk was all too pleased to find that a potential problem was in his hands now... So easily dealt with if he so desired. In fact, as his muscles burned with the formula he had been given, Fisk felt an urge to truly see what he could do. If this young girl could take on three Hand ninjas... Just what could he do?

Charging the girl, Fisk found himself surprised when she managed to jump upwards in an effort to escape, but too little too late. His enhanced muscles meant that as fast as she wished to be with a bad leg, he was inhumanly faster, catching her by the ankle and slamming her back into the ground, wrenching a pained scream from the girl. "Welcome to the world my dear. It's pain, and suffering. When you mess, with me." Fisk sneered as he grabbed a hold of the girls neck, lifting her off the ground before slamming her into his window, which he didn't notice had several cuts dented into it, attacks the Hand had dealt that Penny had been lucky enough to avoid. 

"That.. All you got." Spider-girl spat between coughs, and Fisk laughed. Oh he had too, after all, despite everything. This girl had fire. A fire he'd gladly put out.

"See, there are men, who I've broken just with words and pictures. You, girl, have a mask to hide behind. Yet. Heh, none of them, have ever taken a sword to the leg. I wonder, did you defeat the last one with it, or was he the one to put it in you? Yet, still, you fought. Still, you did not kill. I love that about you vigilantes. I haven't lost anything this day, even the formula you so tightly grip in your hands, was not lost how does it feel to have fought this bravely, over a fake... I really wonder. Who is under, this mask." The Kingpin finished, reaching for the girls mask as he continued to firmly push her against the glass wall, the large had squeezing her neck so tightly she was afraid it'd pop right off.

For Penny, the tingling in her head, her Spider-sense, told her of the danger that came from the small action, of his hand reaching for the neck of her mask, ready to pull it off. Frankly, she didn't care about that tingle. It didn't even compare to the pain she felt in her leg, the burning cool sensation of metal being where it didn't belong. How was she going to explain this to anyone?

No, there was nothing she could really do... But while the Rose, and this evil, evil man wouldn't know her... Norman would. And she couldn't let that be, not just because Norman wasn't himself no longer, but also because of Harry, and everyone else. Wilson Fisk was a powerful man, and she wouldn't let him endanger Ash or Gretcher. Anyone Penny knew.

So instead she listened to the creaking of the glass behind her, damaged by the daggers and kicking and shurikens and in a last ditch effort to escape, she brought her good leg against Fisk's chest, and braced her elbows ether side of her as she kicked off the large man and slammed her arms into the glass, smashing though it and almost taking Fisk with her as she went though.

Luckily for the big man, he had chosen to let go of her before he fell though the window. Unluckily for Penny, she was falling from one of the highest buildings around... Well, maybe the fattest... Heh, fat for the fat man.

Was she panicking? Penny wasn't sure. She had never really fallen from high heights before, not with her back facing the ground anyway, she had plenty of experience being this high, always in control, her webbing there to save her each time.

"Webbing!" Penny almost screeched as she aimed an arm upwards and fired a web line, catching the building as the weight of her fall caught into her arm with a loud snap, causing the girl to grit her teeth in pain, just catching the wall of the building with her good leg before she slammed into it as well. "Mmmmmmmmmm." Breathing heavily, she looked down at the basically a sword in her leg and downwards, where some glass had disturbed a few people, but luckily, none of them seemed to have been hurt.

"Okay... Bleeding... Hurt. Need a hospital. But I can't explain my injuries to a hospital... I can't explain them to Ash. He'll kill me. Well. There is... Oh, she'll kill me too. But at least she'll help me first. Hopefully."

 

* * *

 

 

"You'd better be paying for this." Claire said to a mostly stripped Penny, save the mask and tights she wore under her suit. If this was any other situation, the young girl would have been blushing. Instead, she was sweating and pale as she stared at the sword that had been pulled from her leg. A dagger, Claire had called it, as if she had experience with them.

"I don't have a lot... But I can." Penny said, looking at the many stitches, bandages and heavy duty band-aides that covered her body, "Could we maybe not tell Daredevil about this?" She asked with a wince, knowing the answer already.

"I already did. He's on his way now. Breaking into Fisk tower. I don't know if to call you stupid or brave... Currently thinking both." Claire continued, working the last of the stitches in, before cleaning off her hands and sighing. "I can't do this. A sixteen year old girl, I can't keep just fixing you when you make a mistake."

"I... I'm sorry. If I had known they were ninjas. I wouldn't have gotten myself involved." Penny partially lied. If she had known they were ninjas, perhaps she could have been more prepared. "Umm. Could I get a blanket. I don't really want to be seen by a guy like this."

"He doesn't care... But sure." Claire fished a woolly blanket and threw it over the girl, and while the fabric itched, Penny was glad to have it covering her when a red masked Daredevil came in.

"I don't even want to know how you broke into Fisk's tower. And while I'd ask that you don't do it again... I don't think you will listen. I can only ask, what did you learn." The man asked, finding a seat and placing himself in it as he eerily looked in Penny's direction.

"I learned Norman Osborn is insane, still. The Hand... or at least, Hand Ninja's are no joke... And that I shouldn't be fighting Wilson Fisk... I mean, he's so fast and strong. I didn't... I didn't expect it." Penny answered, looking up the roof, a hand reaching up to her neck.

"I have trouble facing Wilson Fisk. I'm not surprised you would. Even as fast as you are." Daredevil commented, but the look he got from the girl confused him. "What?"

"Oh. Just. Didn't think you were that fast. No offense, but the Kingpin was nearly as fast as me, even with my leg, I should have been able to jump away from him. But... He just grabbed me. Like that." Penny snapped her fingers, frowning at herself.

"Interesting. Maybe he got some enhancement drugs? I'l have to be more careful, and you, won't be fighting him again any time soon. Right?" He asked, and Penny nodded, watching him as he decided that was enough and left the two alone.

Claire walked over and gave the girl a pat on the shoulder. "You know, besides him, I think you're becoming my second regular." She said, giving Penny a smile before she stepped away.

"You can call him Matt. He's not here so, I don't think he'll mind." Penny said, shrugging lightly, but to Claire, the words almost shook the woman.

"When did you?"

"I overheard you on the phone a while back. Didn't take much to put two and two together." Penny shrugged again as Claire sighed.

"Well, too bad, now he knows that you know. He has super hearing." Claire said, and Penny stared at her, jaw slack and eyes wide as she realized that she just told the Daredevil she knew his name. His first name anyway. And thankfully the mask hid the fact her face was like this.

"Oh... Sorry."

 

When Penny was discharged from Claire's care, she had been told to give the leg a break for the next week, and that she should take painkillers at least every four hours if the pain gets bad.

Penny was going to listen to the painkiller part of that, but the break part, she was going to have to be lenient with. She couldn't just tell Ash that she had about eighteen stitches in her leg. Well, she could, but that wouldn't be awesome.

So she took more painkillers then she most likely should have, got changed very slowly and took a cab home. Good thing she had her job at the bugle, from paying Claire and taking a very long taxi trip back home, she was practically bankrupt.

Getting upstairs, Penny peeked inside and found that Eddie was in the lounge, watching tv, and from the lack of Ash and Gretcher chatting about things, she assumed they were out again, so he decided to quickly get to her room so that Eddie didn't notice the limp she had and throw herself, gently, on the bed.

"Safe!" She declared, rolling over and looking at the roof of her room, feeling rather tired for some reason. "I should give Euna a call. Been avoiding it all day..." Pulling out her super phone, Penny quickly scrolled her small list of contacts and gave Euna a ring, almost expecting no answer, only to then get one.

"Been waiting all day for you to call. Seriously, I thought you cared more." Euna said in the kind of voice that told Penny she wasn't being too serious.

"Sorry, had a sword in my leg. Everything good for you now?" Penny asked, getting a silent response for a few seconds as Euna clearly took the time to decode Penny's response.

"Forget about me. I want to hear more about this. Really?" Euna asked, and Penny could only giggle. Giggle about the sword wound she had. Lovely.

"Yea, it's fine now... Kinda. Don't expect me to be running. I nearly popped my shoulder out too, but at most I bruised it... Honestly. I hate it. I hate the Kingpin." Penny remarked, seething internally at how she lost that fight. She didn't even stop the 'real' serum from getting into his hands, apparently. All she had was a fake. Still, it was something to give too... Someone.

"The Kin... The fat guy? Jeez girl. And I thought I had a crappy day... Next time, take me with you, yea." Euna told Penny, sounding quite serious.

"I can't ask that of you Euna. He's dangerous. Besides... I don't think I can take him on. He's... He's really dangerous." Penny admitted, getting a scoff from the mutant.

"Isn't he the one to blame for a lot of your problems? If not now, then when? All you need, is a better plan... Actually. The nightclub mess up you made has given me an idea. I'll see you tomorrow?"

"Sure. I think the city could do without Spider-girl tomorrow anyway. My leg burns." Penny answered, gingerly patting the sore leg.

"Alright. Try to get some sleep. I'll be over around noon." Euna finished, hanging up without much of a goodbye. Sighing, Penny settled into the bed. Hungry, sore and frankly not ready to sleep yet. But still, she could rest.

She didn't get much sleep that night anyway. No matter how many painkillers she took.

**Notes for the Chapter:**

> Man. Sometimes I don't know what to add here. I mean. I'm writing this for petes sake. I'm writing fan fiction of a female Spider-man for no other reason then just doing it. Idk. I mean, I want people to read it, and enjoy it. But still. Sometimes. I just have no clue what to add here.
> 
> P.S. Jeez this took longer then it should have. Just didn't have a lot of energy to write. But a lot of people have been commenting on my work and it just made me so happy for some reason. That people are reading, and liking this. I hope they continue too. Seriously. Thank you. Someday, I'mma find everyone who has commented and is following this work and write all your names so everyone else can feel jelly. At 10000 words again as well. And as always, some parts I feel I could do better, but I ether don't know how, or I want to continue this story. Let it be known. Chapter 20 is going to be a heckle of a doozy.


	17. As hot as the sun.

**Summary for the Chapter:**

> Penny meets the another teen hero who's not exactly happy with her, and not for the right reasons ether. Or maybe they are? She can never tell.

Sunday. Two days since Penny had been badly cut up at the hands of the Kingpins men. A day since Euna explained her... Extremely dangerous plan. But that was for later. Much later. Right now, she had one major problem.

"Why does it look so bad." Penny whined at the state of her suit. She had did her best to repair the damages, but it wasn't pretty. Still, it was this, or a paper bag, and frankly, that was in the past.

Pulling on the suit, Penny was quick to throw the mask on, taking a moment to sniff the inside of the mask. "Eww. I need to clean it too. Did I have something in my bag? Oh, don't even get me started on the bag. Can't believe I lost my last one." She complained, before deciding that she was wasting time. After all, there was a major problem just ahead of her, the reason she had pulled the suit out.

"We. The Hellfire's, will not stand for mutant trash. They do not belong here!" The supposed leader of the group of Anti-mutant hood wearing thugs yelled, a steel rod in hand and a kid with a green tint of skin that suggested he was a mutant under him, cowering, protecting themselves with arms that would be broken if the thug decided to attack the kid.

Keeping an eye on the situation, Penny got her camera out and set it up to take pictures periodically, her eyes on the thug at all times, knowing if he made any kind of threatening move to the kid, she was going to spring into action, pictures be damned. "Come on, come on. There!" Penny placed the camera into position, and was about to jump into the scene when suddenly, a ball of flame hit the ground near where the thug stood, causing him to back away from the kid.

From the sky, a man made of fire flew down, floating above the scene as the group of Hellfire cult thugs removed their attention from the mutants and people they had decided to take captive to the youngest member of the Family hero group. The Fantastic Four. "Johnny here. Didn't anyone tell you to treat people how you'd want to be treated? I'm quite sure you wouldn't want someone hitting you with a metal bat." Johnny stated, his words betraying the polite tone he had.

"Mutants, aren't people! They ain't human!" The leader roared pulling a gun out and aiming it at the kid he had just been standing over.

Only for a line of webbing to pull that gun from the cultist's hand as Penny flipped onto the scene, throwing the gun behind her. "I'd listen to firebird over there. Now stand down." Penny warned, getting nice and low, showing off her flexibility while also lowering the amount of her that could be hit.

"Mutants will protect mutants. Hellfire club! We will not go down without a fight! Show these fools who's apex of this planet!" The leader of these hellfire cultist yelled, and all his followers pushed forwards, metal bats and guns out.

But Johnny Storm was quick to react, flying close to several of the cultist, the heat from his body forcing them to drop their weapons as the tools began to melt, quick and effective, he was about to fly over to the others, but Spider-girl was in action herself, zipping over to the majority of the cultists on her side and easily pulling weapons out of hands with her webbing, trapping bad guys here and there, avoiding attacks that came from behind as if she had eyes on the back of her head. Longer, but just as effective.

But just as the two teen heroes thought they had taken down all the cultists, the lead one recovered and grabbed the green skinned boy from earlier, pulling out another gun to hold the kid hostage. "Don't you two move! I will blow his brains out in a moment!" The man warned, Penny and Johnny stopping in their tracks.

"The cops will be here any moment. Don't do anything that's going to make your situation any worse." Johnny called out to the man, his flames turning off, revealing a handsome young man in a blue suit, embroidered with the number four.

Internally, Penny hated the fact that yet another power human was so good looking. It just really wasn't fair, and because she had once looked up Johnny Storm when the Fantastic Four first started, she knew he was just a little older then her. That made it ten times worse. But... He was handling this situation very well, while she worked to see if she could web that gun away.

But it seemed to boy held hostage had other plans, his eyes lighting up with a light green glow as his hands started to bubble with what looked like energy. Penny was almost nodding to the plan. If the kid did something, that'd give them a good chance to neutralize the cultist, but it was dangerous.

Johnny however, was shaking his head furiously. "Nobody. Needs to do Nothing. Okay!" He called, almost emphasizing the nobody, telling the boy to stand down, and as the boy looked to the two super powered beings. One a hero, the other a vigilante, the boy choose to listen to the hero.

"Just... Everyone shut up. Okay. Shut up!" The cultist said, raising his gun into the air as he thought about the situation, but his weapon, away from the kid, was the moment Penny needed. She fired a web line at the gun, and a web shot at the cultists face, two impacting in almost perfect unison that she caused the man to stumble back from the impact and ripped the hand from his hand at the same time.

And as the kid jumped away, Johnny yelled flame on and flew into the man, punching him across the face, putting the final cultist on the ground. "What the hell! You could have gotten the kid hurt." Was all he said, looking in Spider-girls direction.

"What? I just saved him!" She yelled back, but the young man ignored her, walking up to the mutant boy to help him up, the flames on his arms vanishing as he did.

"You did good kid. And thank you for not doing anything. You know the law states any mutant powers performed in the acts of vigilantism is illegal. As dangerous as these folk were. You could have gotten into serious trouble for acting with your powers. Just. Like her..." Johnny turned around to point out Spider-girl, only to find the spider clad vigilante had vanished, the sound of sirens arriving on the scene just in time too.

"Well. Join the X-men kid. Then you can be like me, and use your powers for good, not having to run from the law. Now go on." The young man finally said, getting a almost rapid nod from the young mutant as he ran off to what seemed to be his parents, the father looking like he took a metal bat to the head before all this had truly started.

"So that's Spider-girl huh... Pretty fast... And Flexible. Those must be some nice legs." The boy smiled as he allowed the flames to cover his arms, before taking off into the sky, the police could handle it from here... Looking around, he had to admit, she was fast. Couldn't even see her. 

Meanwhile, Penny was already out of her suit, or more, just covered up the suit by wearing her clothes and jacket over it, the mask in her bag as she took photo's of the scene, the police already collecting the hellfire cultists and Johnny Storm no where to be seen. Shame. "Hope I got some good pictures at least."

 

* * *

 

 

"Anyone would be jealous of you Penny." Euna stated, jabbing Penny with a sharp nail of hers, repeatedly.

"I don't know what you mean Euna. You can recover from having a hole in your gut." Penny pointed out, flicking away the finger with a little more force then needed, causing the mutant to hiss in pain. "Sorry,"

"I mean, it took you two days to heal a stab wound that went though your leg. You told me you had been cut up a lot, but when I saw you on Saturday, those cuts were gone, your shoulder was fine and the leg didn't even look that bad, and that was just a day, and yesterday you went and met the human torch! I am jealous." Euna crossed her arms and frowned at Penny, before looking over the girls shoulder.

"I think you got an admirer. And I have some myself... Just not as good." She said, sounding annoyed as Penny looked behind herself to see what Euna meant.

"Oh, Harry's table." Penny said, just catching Miguel, the boy she met on Friday looking towards the ceiling, and... She didn't remember the name, one of gay couple seemed to have a distaste for mutants, and he wasn't as cautious as Miguel. "Ignore him."

"I am. Are you ignoring the guy?" Euna asked, putting her attention back on Penny, who could only sigh.

"Miguel, and... I don't know. I don't really care about boys." Penny admitted, but it seemed Euna wasn't happy with the answer.

"It isn't that you don't care about boys, it's that you don't care about them. About people, also, every boy you meet that is super, kinda doesn't like you." She accused, and Penny looked up at the mutant, almost offended.

"Hey! I go out every day, risking my life for people." Penny angrily stated, before lowering her voice. "What the hell?"

"No. Spider-girl goes out every day and risks her life for people. Penny Parker sits with me every day and talks about Spider-girl. Who else do you know in this school, besides the table of dicks, minus your friend, Harry." Euna asked, and Penny was about to answer... Only to stop. Because even she knew she had no answer to give to Euna.

"I... I don't know, okay. I never... I never had friends at my old school, just people I knew when I was younger. Harry and MJ, they were my friends, but even then, the only reason, I knew them. Was because of my cousin." Penny said, suddenly her food didn't seem so interesting.

"Cousin? I thought firefighter Ash was your only living kinda relative." Euna asked, taking a bite out of a chip.

"He died with my uncle and Aunt in a plane crash. Begged them to take him with them, and.. They said yes. I lost a lot of family that week." Penny quietly said, and suddenly it seemed Euna wasn't finding food so interesting.

"Sorry. I didn't know... I can't really relate. I didn't know my mom. And I don't think I know my dad... I was... I didn't have a family to lose, and that doesn't mean my life wasn't crap, but... I grew up hard. So I don't care much bout things. I don't like to admit it, but Xavier's school has helped me. Logan has helped me a lot." Euna admitted, the closets Penny had ever heard of Euna's background, her early life.

"I... You talk about him a lot. Logan. The short guy in the yellow suit, right?" Penny asked, getting a soft chuckle from the normally hardened mutant.

"Yea... If I have a dad. I hope he's it. Or someone like him. Tough, charming... A little charming at least. But most importantly. He cares. A lot more then he lets on. Also he is the best pillow. When I was younger, I use to sleep on top of him. He didn't mind..." Euna smiled as she reminisced, before realizing to herself that perhaps she was talking a little too much about herself, and that smiled turned to a scowl.

"There, I told you I'd share a bit about myself, that's it." Euna said, referring to when the two first met really, and Penny could only smile to the young girl.

"Thanks... Well, Dr Connors did task me with helping a bunch of students out when they get here next month, students with high test scores that Mr Otto decided should be given a chance, even if they didn't have to pay a insane amount to get in." Penny shared, and Euna laughed.

"Well, there you go. Try and make a friend with the most normal one of the lot, okay? By the way... I heard that we're having a assembly in the gym room. Turns out that speaker is here." As if on cue, the loudspeakers turned on with a pitched tone as Otto's voice boomed though the school, telling all students to come to the gymnasium for a announcement.

 

* * *

 

 

"Now. You may all be wondering why I brought all of you lovely things together. Why there is no line. I've decided, this internal struggle of keeping mutant and non-mutant students separate, done by, admittedly, myself, and all of you, needs to end. With the sporting competition on the horizon, and the two week break after that, we are going to be mixing all of you together. No longer will you be the human students, or the mutant students. You will be my students. When the holidays are done, your classes are going to be very different... But for now, I brought along a guest speaker, to help encourage this union. Now, he's quite famous, him and his family, for aiding and supporting this city and more, in the short time they've had since they gained the powers that have made them..." He paused for a moment, to take a breathe and everyone supposed, for building suspense, but from his words already, many could assume who he meant.

"The Fantastic Four, and here to talk to you, is their youngest. Mr Storm. Also known by you kids, as the Human Torch." Mr Otto finally revealed as a man on fire flew in though a open skylight towards the stage, waving to the students that he practically shared their age with.

And the whole crowd went wild, mutant and human alike, one could say the only person who didn't go wild would have been Penny, and Euna noticed that, decidedly remaining silent herself.

'Wow.' The mutant mouthed, leaving Penny to roll her eyes. Of course the Human Torch was the guest speaker. Of course, cause she was just so lucky.

As Johnny Storm landed on the stage, the fire vanishing from his body and leaving a smiling blonde, Penny could only mutter her annoyance as the crowd of students quieted down. They had reason to be excited of course. The Fantastic Four was given government sanction to aid the city and elsewhere when and however they could. They were heroes, and well loved, much like the Avengers, despite being the latest heroes on the block.

Or more, the Human Torch was well loved. Very much so. Guy was a paparazzi magnet, but while she didn't like his attitude to how she saved the kid, even she had to admit. He knew how to hero.

"Hey everyone? I have to thank Mr Octavius for his introduction, I've heard it before, but never like that." He joked, getting a loud laugh, which, to Penny, was quite the surprise, seeing everyone so... Calm with each other, their focus on a shared like. 

"But. I am here to talk. So lets talk. I don't think I can stop a hatred that has been bubbling for years. Mutants and humans, just don't like each other. The only thing I can say, is that this hatred, is small." He paused for a moment, hoping to have. Everyone's. Attention. Penny would say he had it.

"Magneto. Dr Vic van Doom. The invasion. These are all threats. We all know Magneto, a mutant that hates people as much as people hate mutants. Dr Doom is a man, a human, that we all know, is quite dangerous, and hasn't been seen since his attempt to take over Manhattan after the invasion... And the Invasion. That wasn't any of us. But there are threats out there, greater then the person beside you. And the Fantastic Four will continue to battle these threats, however we can. But mutants. These humans are just you, and humans, these mutants are you. Yes, there is differences. There always differences, but that doesn't mean you all have to hate each other because of these physical differances. You decide that, much like you'd decide if you hate the nerd or the popular kid... Umm, do we have anyone here, human and mutant, who are friends?" He interjected, and Penny felt a moment of panic, as she and Euna met eyes.

They were the only two that really crossed the line of mutant and human friendship in the school, and soon, eyes were on them, and more eyes, and more, and more...

Almost like magic, Gretcher was standing over the two, calm, expressionless eyes staring down at them, almost demanding the two to stand, and after a surge of panic, the two stood up in almost perfect unison. "Ah, there we go. Please. Come up." Johnny said, and as much as Penny didn't want to move, her legs decided for her, and she and Euna moved in sync, almost crushing each other with how close they were.

"What are we doing?" Penny whispered, hoping for some comfort, but the way Euna seemed frigged and stocky in her motions, she wasn't going to get any.

"Dying, clearly. Losing all credibility. Welcome to the life of no one." Euna whispered back, in more panic then Penny had ever witnessed the girl be in, it wasn't true panic, Penny could tell. She wasn't really in a true panic herself, but as the two stood up on stage, all eyes on them, she realized something far more dangerous.

She preferred the Kingpin to this. "Well see? These two beautiful young ladies are friends. Mutant and human. For those of you dense enough to not get it. Friendship is quite possible, you not only just need to give it a go. You need to forget this hate you've garnered for reasons both selfish and not. Mutants like Magneto, yes, but the mutants of Charles Xavier's school for mutants, and those who are living lives like you, don't deserve that hate. And I'm asking, that you all give each other a chance... Stand up. Mingle. Here, now. See how close you really are, when you think you're at your most distant."

Once he finished, it was quiet for a few seconds, the three teens on the stage looked down at the large crowd of students, who all seemed to be ether contemplating it, or choosing not to listen. Till suddenly, a boy with spiky hair stood up. Literally, spiked hair.

Then a girl stood up, and with a brave breath, she walked over to the boy and started talking to him, then more mutants stood up, and more humans, till nearly, the gymnasium was filled to the brim with voices so loud she could barely hear her own thoughts.

But no anger. No hate. She could hear laughter, chatter about TV shows and heroes they liked, acclaims of coolness and cheer. She felt a pat on her shoulder as Johnny Storm steppe up beside her and Euna. "See. All it took was a few brave people and a voice they liked. Thanks."

Looking to the boy that she'd met earlier, with a less then desirable, now smiling at her like she was someone else entirely, Penny felt flabbergasted, looked it too. 

"Ignore her, she's a fan of yours, just having a panic attack over meeting her hero crush." Euna said with a evil smile, jump starting Penny's brain as she felt a blush take over her cheeks.

"Euna!" She almost yelled, getting a laugh from her friend as Johnny chuckled. "Well, I do apologize, but I really only go out with people with powers. Normal people just can't handle my heat. No offense." He almost automatically responded, with a smile!

Penny found herself fuming more then she expected. Only normal huh? She had half a mind to smack him so hard his jaw would dislocate, but he seemed to have other plans, yelling flame on and causing the two girls to step back from the heat as he flew back into the sky, waving to everyone before flying out of the skylight, Euna quickly came to Penny's side, a toothy snarl aimed at the flame boy. "That asshole! Just tell me to aim for his ass next time I see him, and I'll shock him out of the sky!" Euna roared, quite pissed off that not only did her joke take a bad turn, but that he dissed her friend.

Penny felt a little better knowing Euna cared, smiling at her friend before giving them a extra light punch to the shoulder. "It's alright. I wouldn't have liked a date with him anyway." Euna said, not sure if she truly meant that or not. Didn't help that she had never been on a date with anyone before anyway.

But Penny decided to look at the positive of this day. Students were talking to each other, so mingled, she couldn't pick anyone out. It was... Kinda awesome. Really, really awesome. Now if only the rest of the world could be like this. Things would be... So much better.

"Thank you both. Seems agreeing to bring you into this school certainly wasn't a mistake, Ms Parker." Otto Octavius said, nodding his head to the girls before walking off, as Euna and Penny glanced at each other, smiles on their faces as they looked back down at the mass of students. 

"We did good, didn't we." Penny decided to say, getting a choked laugh from Euna.

"We stood here looking pretty. I guess we did do that well."

"Funny." Penny laughed, happy. Maybe this would turn out all quite well...

"Well, I am famished. Lets go get lunch. After all. Today isn't over."

 

* * *

 

 

After school, Penny stood alongside Euna in an Alleyway, the mutant watching out for the girl as she got changed into her suit. "Done. I don't like this."

"Well, if you want to catch evidence of The kingpin. We need to catch him in a undesirable situation. Problem is, Wilson Fisk is a incredibly smart person, had to have been to be the king of crime for so many years. So. What do we do." Euna continued, knowing Penny knew the answer already, but it seemed this was a game she liked to play.

"But do we have to follow his son? I mean, Richard seemed really nice. Maybe he doesn't know that his dad his a huge jerk." Penny whined, hoping she was correct. Hoping her words were not based on hopes.

"Look, we got to think of this in the worst case, every time. As much as you might like blonde and gorgeous to be good, he could be more evil then his own father." Euna continued, but Penny's mind was on something else. 

"Have you ever noticed that? Why does everyone look so good? Why! It's so unfair." Penny groaned, getting a surprised look from Euna, who in the most brazen of moves, walked up to Penny and pulled the mask off, the action surprising Penny so much she didn't even think to react.

Taking her slender red fingers, Euna ran them though Penny's short hair. She had a major advantage in height, being six feet compared to Penny's smaller stature, which resulted in the scene looking like a mother patting her child on the head. "Penny. I don't know what you looked like before you had powers. I'm going to assume you were still cute. But you need to stop thinking in the past, and actually look at yourself. You. Are gorgeous." Euna said, looking down at Penny with a intensity she didn't quite understand, grunting when the mask was shoved back into her hands.

"W-Where did that come from?" Penny fumed, a deep rush of heat colored her cheeks as she pulled the mask back on, only getting a scoff from the older girl. "Euna!"

Looking at the masked girl, Euna shrugged. "I don't know. You're my friend Penny. And I hate it when you don't think enough of yourself... Now come on. You'll be able to follow him better then me. Just call and tell me where he ends up. I'll do my best to follow by smell." Euna said, tapping her nose as she waited for Penny to climb up to the roof.

"You didn't answer how you knew Fisk Jr would be here, by the way." Penny said as she stuck herself to the wall of the building, slowly climbing upwards as Penny yelled after her.

"I have friends all over the place Pen bear." The mutant smirked, leaving Penny to sigh as she got to the roof.

"Or people who owe you more favors... Okay." Musing to herself, Penny slowly crawled to the overhang of the roof, peering over to see a nearly isolated roof garden of the building, it was pleasant, with a pool and everything.

"You weren't followed?" Richard asked, and Penny saw him, but whoever it was he was talking too, she wasn't able to see, and she didn't risk leaning further down, in case whoever it was saw them.

"I've been at this for years. I wasn't followed... You got the money." The voice asked, with a lowness that told her he was worried, it also meant she didn't recognize the voice.

"Of course I do... So. Who is it." Richard asked, leaning in towards the voice.

"A girl called Parker. Penny. Jameson has practically assigned her as the new and improved freelance photographer. Any good picture of Spider-girl, that girl is the one who took it. She just seems to be there when she needs to be." The voice said, and Penny nearly gawked at her name being dropped, no, at the fact that Richard Fisk was asking for it, the son of the Kingpin, the possible bad guy but she wasn't sure.

"Penny Parker? I've met her. Weird girl. You think she's in cahoots with the vigilante?"

"Nah. I just think she gets really lucky. Or maybe she is... Why did you want to know this? You aren't going to hurt her, are you?" The voice asked, hushed, but Richard only chuckled.

"No, of course not. My father wants to meet her. Says he'd like to know more about the girl who captures the Spider. I'm not sure about the details myself. You know my father, all business, no pleasure. I hardly get too see him." Richard explained, and Penny had to breathe a sigh of relief after that. So he wasn't that knowledgeable of his fathers doings. That's good. He was too nice to be a bad guy.

"Right.. My money?" The voice asked, urgent, and for a moment, Penny felt like she knew it, but brushed it aside. It was someone at the bugle... But she didn't know anyone there that'd do this to her, so most likely it was someone she didn't know, but maybe heard.

"Of course. Here. Thank you so much for your help. You have a good day..." Richard slowed as the man walked quickly away, before letting out a heavy sigh, pulling out a phone and quickly dialing a number. "I'm ready. Yea he gave me all father wanted. Penny Parker. Find out where she lives. Thank you. Send the car to pick me up." He said, hanging up and heading into the building. 

"Okay. So far so good." Penny breathed, crawling back to the entrance, waiting for the young man to walk out, waiting... Waiting.

Her head went high as she heard Euna swear loudly, and she quickly moved back towards the roof hanging over where she left Penny, finding the young mutant at gun point, by Richard Fisk, who had left though the side entrance. "Who are you?" He yelled, clearly surprised to have found the red skinned girl in his way.

"The bitch who's going to shock your ass if you even think about pulling the trigger." Euna growled, and for a moment, Penny panicked on what to do, but fell silent when Richard rose the gun to the air.

"Are you one of those Hellfire club members? I thought I was done dealing with you lot. Mr Fisk said he had no more dealings with you." He said, clearly surprising both Penny and Euna, but Euna was quick to loosen up, smile and scoff at the young man.

"Hellfire club is never done young Fisk. I got a proposition for your father. A lot of money, easy money, and all he needs to do, is bring us some of his product. A fair trade compared to whatever it is he normally gets for it." Euna made up on the spot, and Richard watched the young mutant for a moment, quiet.

"Where." He asked, and Euna shrugged a little, before smiling. "Doesn't he have a museum? Keeps a bunch of antiques there, paintings, statues. Tell him to bring it there, and we'll pay handsomely."

For a few seconds, Richard considered it, and when he put the gun away, he held out his head, hesitantly, one might add, to Euna. "Deal. When."

Looking at the hand, Euna looked to the side and yawned. "Tomorrow. And, I'm not dealing with you, or a goon. Wilson Fisk comes, or there is no deal. Hellfire put a lot of trust in me with this money, and they want the 'product.' Ether it's him. Or I walk. And if I walk. I will not be happy. And if I'm not happy. Hellfire isn't happy, so I'm sure your father knows not to make me unhappy."

Euna finished, walking off before he had a chance to finish whatever it was he was going to say, she even snapped her fingers for effect, mostly, Penny took it as a hint to follow the young mutant as she walked out into the street and across, passing by several alleyways before finally stopping.

"Nobody followed you. You okay?" Penny said, her hands and feet clinging to the wall behind her, the crab position, one Penny never would have been able to do before, but now, she could, and on a wall.

"Fine. Stressed. But fine... I guess we don't need to follow 'Fisk Jr.' Shit. I didn't think he'd have a gun." Euna sighed, getting a laugh from Penny.

"He is the son of a crime lord... But I don't know what to think. He was talking to someone, and he really spoke like he didn't know a thing, but then what he said to you made me reconsider." Penny admitted, hopping down and standing beside Euna.

"...Maybe he knows a little, or that his father isn't the hero the rest of the city thinks he is... But not that he's the kingpin. If I was the king- sorry, Queen of crime. I wouldn't tell my own kid." Euna said, deep in thought of the realm where she was the Queenpin, a evil smile settling over her face.

"Don't even go there... Want to grab something to eat?" Penny asked, getting a better, less evil smile from the mutant.

"Yes! Would you swing me? I want to eat on the highest rooftop."

 

* * *

 

 

"Why don't you pull the mask fully off?" Euna asked, watching a half masked Penny eat the hotdog she had brought, the two teens sat on the edge of the daily bugle, where Penny had taken to sometimes taking bits of mustard and trying to make it slide down to Jameson's window.

"Cause we're out in the open, where literally anyone could see me? I'll keep the mask on." Penny answered, taking a messy bite of her hotdog, listening to the laughing mutant as she took a bite herself.

"This is awesome. Screw having chitin, bone whatever claws. I want to fly. Or shoot webs out of my wrists." Euna yelled to no one, laughing to herself as she did.

"Hey! I shoot them out of mechanized web shooters. Not my wrists." Penny defended her inventions, getting a grin from Euna.

"Imagine if you could shoot webs out of your wrists! It'd be so creepy." Euna joked, leaving Penny to consider it, and then make a disgusted noise at the prospect of it.

"Eww. No. And then, how would I make cool inventions. Like web balloons! Actually. I'm trying to work out how to make a parachute with my webs." Penny smiled, kinda joking. It wouldn't be impossible per say... Just unpractical.

"Boring. You sure that spider bite didn't turn you brain dead? All you think about is webbing this, invention that, when will we talk about boys. Or how your butt looked when you danced. Let me tell you Penny, if I was a guy, you'd be in trouble." Euna said, giving Penny a waggle of her eyebrows in a attempted sexy manner, but it just made the spider dressed girl laugh, hard.

"Please. I meet a guy, and he hates me." Penny said, finishing off her hotdog.

"What about that Miguel guy? I'm sure he doesn't hate you." Euna asked, leaning into Penny.

"Who? Oh. I don't know. I don't know him." Penny said, shifting so that she wasn't getting poked by Euna's horn.

"See, that's your problem. You don't want to know the people who don't hate you, but you'll get to know the people that do."

"Shut up. I don't see you with a boyfriend. Or girlfriend for that matter." Penny shot back, getting a offended look from Euna.

"Please. I'm too good to be tied down. I'd be stalked by would be lovers if I took one. Best I remain a party girl. Much more fun that way." Euna smiled, Penny shaking her head to the mutant.

"You're disgusting." Standing up, Penny pulling her mask back down into it's sleeve of her neck. "You done? I want to go home. Tomorrow is going to be a terrible day, and I plan on sleeping for as long as I can." Penny said as Euna stood up, watching the mutant who seemed to be in thought.

"You know, I didn't realize, but you sound really different with the mask. It doesn't muffle your voice a whole lot, but it just seems to change so much that I don't recognize it." Euna commented, brushing off her legs as Penny tapped at where her lips where under the mask.

"Huh. You know, I think I know what you mean. Maybe I do that unconsciously. Or the mask is a really good deterrent." Penny said, stretching out her arms before hearing a yelp from Euna, at the same time, her Spider sense flashed for a moment. "Huh? Euna, did you notice something?" Penny asked, looking to Euna, who was rubbing her butt.

"Girl! Warn a mutant before you slap their ass. But I must admit, I didn't expect that." Euna grinned to Penny, who looked deeply confused, but had to express it with a tilt of her head.

"I didn't slap your- OH!" Penny squeaked as she felt a firm hit on her behind, her spider sense going off again for the moment as her butt singed with fresh pain. "I just got slapped!" She yelled, staring at a Euna who grinned less as she realized they were not alone.

"Quicksilver. Leave the poor girls alone." A loud voice boomed as man in a red and purple suit floated down towards the daily bugle, Penny recognized the man almost instantly. Magneto.

"Come on. It's just a little fun." A teenager around the girls age said, appearing in a flash under the older man, a blue and white suit that matched his silver hair. He was also good looking, why! Resisting the urge to point that out to Euna, Penny stood in front of Euna, staring the old, yet extremely dangerous man down.

"Euna isn't going anywhere with you." Penny said in reaction to the arrival of the older man and the young mutant. She knew about the Brotherhood of mutants. They made themselves relatively known with their hatred for humanity.

"My dear girl, Euna made that quite clear when she left us. We're here for you. A mutant of your stature shouldn't dress up like a freak, the news, these people do not love you for your actions, join us! And help your brothers and sisters for a better future!" Magneto said, leaving Penny gobsmacked. He... He thought she was a mutant?

Euna broke faster, laughing so loud Penny was getting embarrassed in front of the super evil old man and his rude assistant. "You... You think Spider-girl is a mutant? Ha.. HAHAHA." Euna laughed, holding onto her gut as Quicksilver gave her a confused look and Magneto didn't look very pleased with what the devil like mutant was saying.

Penny was just happy Euna had the smarts to use her other name. "You... Are not a mutant then? You were not born with your powers?" Magneto asked, and Penny sighed, lowering her guard for a moment. "Nup. Believe it or not, I got bit by a spider. I'm a mutate." Penny said, and she could tell her answer didn't please the old man. He had come here, and for no reason.

"I... Apologize then. I had thought a recruit of you would have been a great boon... I see I was wrong. Come, Quicksilver. We're leaving." Magneto stated, but the quick mutant was smiling at the two girls with less then honorable intentions. 

"Come on! We could at least take the she devil with us. Maybe annoy the X-men a little." He offered, and while the older man seemed to consider he, he threw away the motion. "No. I'd rather not anger Wolverine by taking his favorite pupil. Let us go." He said, smart enough clearly.

But Euna wasn't happy to let it end like that. "Oh, big bad Magneto is a little witty bitty chicken. Bawk, ba-Bawk." She insulted, and while Magneto had the wisdom to ignore the childish taunts, it seemed that Quicksilver did not.

"You take that back." He ordered, only to get a tongue poked at him.

"Euna!" Penny hissed, not wanting this to turn sour. Magneto was scary powerful, and the fast guy, Quick silver, was fast. Too fast for Penny.

"Magneto!" A voice called, and the old man turned just in time for a barrier of fire to surround him, Johnny Storm having just thrown what looked like a large fireball at the old man, but still the mutant remained relatively unharmed.

"The human torch. I'd suggest you leave, this does not concern you." Magneto warned, but the Human Torch remained.

"You're wanted for terrorism Magneto. I suggest you stand down, and wait for Shield to arrive. I already called them." Johnny stated, which seemed to have completely drawn both Magnetos and Quicksilver's attention, which left Penny to stare at that odd helmet of the old mans. And in a stupid, reactive move, she fired a webbing at the helmet and pulled it off before the old man even realized.

"What!" He cried out as Penny caught it, looking down at it in surprise, as everyone looked to her in surprise.

"Ahhh... Finders keepers?" Penny said aloud, hunching over as Johnny Storm decided to take the moment to continue his assault on Magneto.

"Quicksilver, get my helmet!" The older man ordered, and Quicksilver nodded, turning into a blur as he surrounded the two teens in a continuous circle, stones and dust raising at his speed.

"Don't worry. I'm just going to take the oxygen from you and then take the helmet back. I won't touch anything else. Promise." The boy spoke, his words almost a haze as Penny realized that it was getting harder to breathe. Euna tried to lash out at him, but found that he was too quick, and all Penny could do to think was listen to her Spider-sense, as it whined in warning of the growing danger.

"Okay. Here." Penny said as she threw up the helmet, and in a burst of speed, stepped to the side and rose her arm, feeling a neck slam into it as she suddenly closed lined the speedster in a reaction that nearly made her think she was one.

Or at least, extremely reactive as she caught the helmet before it hit the ground. "I got it! I did it? Yes!" Penny jumped up in excitement, as a gaping Euna looked at her. "Really? Jesus girl. You just took down Quicksilver. Nice! That's what you get for slapping our asses." She yelled at the very woozy Quicksilver.

"Enough!" Magneto roared as a car flew from the ground and slammed into Johnny Storm, his attention turned to Penny and Euna as he motioned a hand and Penny found herself falling to the ground as her arms were pulled by the wrists, dropping the helmet, but it was caught by a invisible force as it floated back to the old mans head. "Not many can claim to have taken my helmet, and defeat my son."

"Your son? I guess that makes sense. Does grey hair run in the family? Really should have been Quickgrey. No that doesn't work." Penny said, resisting a invisible force and failing.

"For a mutate, you are good, Spider-girl. But what are you without toys." He sneered as she felt her web shooters crunch and snap, jagged bits of metal digging into her skin as the web shooters were effectively turned into barbed cuffs.

"Hey! Leave her alone." Euna called as she came to Penny's side, gingerly holding to the bleeding wrists as Magneto floated to his 'son' and picked the boy up.

"Don't worry. I care not for some vigilante. You should have stayed with us, young one." He remarked, almost sadly as he began to float away, only stopping to the voice of a persistent firebird.

"Stop!" Johnny Storm declared, charging towards Magneto as if to tackle the old man, only to not notice that with a wave of a hand, two cars flew from the ground, thankfully without drivers, like the first, and crashed into Johnny Storm, stopping him in his tracks and causing the teen to start falling from the sky, obviously hurt from the two forces suddenly colliding into him.

And despite her hurt wrists and lack of a safety net, Penny pushed Euna aside, ran to the edge of the roof as she pulled off one of the web shooters and lunged for the falling boy, catching his flaming figure with a hiss as she spun around and, pressed the trigger of the web shooter and threw it behind her as she fell with her back to the ground and the Human Torch to her chest, hoping that the web shooter would be so messed up the web cartilage would explode into a mess of webbing and catch her.

But she expected the worse, expected the hard impact of cement or a car, her head to crack the ground and leave her a bloody mess. Instead, she hit the almost bouncy mass of webbing and rolled onto the ground, having lost Johnny along the way. Gathering her senses, Penny got up and looked for the boy, finding him a unconscious mass of flames and blood, clearly hurt from having two metal cars crush you between them. "You're okay.. Come on. Wake up." Penny said, slapping the boy quickly to avoid burning her hand.

The slap woke him up, and he stared at Spider-girl, hurt all over. "You're fine. Get a medic as soon as you can, you have some bad cuts. Flame off as well Firebird." She said, before standing. He noticed her wrists, covered in bits of red blood that messed with the black of her suit, and his hand, free of flames, caught one of them, watching her wince in pain, before he let go.

"Why?" He asked, almost stupidly, and she laughed to his question, turning her head to look at him as she quickly saluted.

"Cause I'm a hero." Penny said, smiling under her mask as she ran off, the not heroic thing to do as she climbed up the daily bugle, back to Euna. "Hey, we need to go."

"But your web shooters!" Euna pointed out, and Penny had to agree. A shame that was. But she didn't just need them. Grabbing Euna by the waist, Penny heaved the mutant over her shoulder before running to the edge of the building and jumping high into the air, making it just barely to the next roof, and continuing a few more streets before stopping to put Euna down, who had been struggling the entire time.

"Warn a girl next time you do that. Sheesh." Euna muttered, brushing at her clothes as Penny sat down and pulled her mask off.

"Hey... You remember where I put my bag?"

 

* * *

 

 

Her suit was burned, cut and so was Penny. Not badly, she supposed. It could have been worse... At least she didn't scar too much. Only really deep cuts, she liked to think, like her leg, which had a very faded scar on it from the kitana/dagger sword thing that the Hand ninja put in her leg, you could hardly call it a scar really.

"Penny, we should wait. Without web shooters..." Euna started, worried for the younger girl, and Penny couldn't be angry at that. But they couldn't wait.

"Tomorrow is our best chance Euna. Besides. I just need to take a few photos, and then I need to get you out of the building. Give the evidence to Officer Davis. And boom. The Kingpin is done. Simple as that." Penny said.

It'd take too long for her to finish the new web shooters, and longer still for her to make a new pair of her old ones. She didn't have the materials for those ones anyway... And perhaps, if she made another pair after these ones. She should try plastic. Then next time she goes up against Magneto or someone similar, he could see what happens when he tried to do the same trick. Like her fist. In his face.

Gently rubbing her bandaged wrists, she pulled the sleeves of her jumper over them. Hiding the sight that'd tell any normal person she was a cutter. "I'm not even going to attempt to fix the suit as well." Penny muttered, planning on hand washing it during the night. Hopefully to clean off some of the char, maybe stitch some of the bigger cuts. Beyond that... Maybe she should look into making a new suit.

"Hey, think he might come for you today? Or, his goons at least. From what you told me, they want to 'talk.'" Euna asked, but Penny shrugged, unsure herself.

"Most likely, they'll leave it for after tomorrow. If Wilson Fisk spends his day for this 'super duper deal' of yours, he might not want to see me. You sure he'll come?" Penny decided to ask, and got a shrug from Euna. They were both so unsure of everything.

"It's his place. He'll feel safe. And he's pretty powerful, as you said. He'll think any attack against him, is something that won't happen, or, he can handle it. Hopefully, it won't come to that." Euna said, kicking at the ground.

"Thanks for the clothes by the way." Penny said, looking down at the fresh clothes Euna had brought for her, as Penny didn't have a clue as to where she put her bag with her clothes. Didn't want to bother looking for it anyway, her suit was in the bag the clothes had come from.

"It's alright. We're here." Euna said, stopping as the two came to Penny's apartment complex, they took the detour path, to avoid any problems with what happened at the Bugle, seeing as Penny lived near it. "You sure you don't want me to stay tonight?"

"I'm good. School, then a meeting with a crime lord. You should get some rest in your own bed, that, and I'm a hundred percent sure you don't have any clothes here." Penny smiled, stepping into the entrance of the building as she waved Euna off, letting out a shallow breath as the mutant started to walk away. "We'll be fine... I know we will."

Coming upstairs, Penny opened the door to a rather happy looking Ashford, more smiles then anything she had seen before of him. "Hey Ash, what's up?" She asked, getting a bigger grin from the man.

"Come on, now all we need is Eddie. I called him earlier. I had planned on calling you, but I heard about this huge fight Spider-girl was in and I suspected you'd be near, taking photos. Didn't want to bother you... Come, sit down." Ashford practically dragged Penny to the couch, sitting the teenager down as he waited for his friend to come home.

"Okay... Oh, Gretcher." Penny looked to the right, just noticing Gretcher, who was seated on the other side, looking nicely dressed, not overly so, so she assumed the two had gone out for early lunch. They seemed to be doing that a lot lately. Going out.

"Penny. How was your day." She asked, sipping at tea in a silent manner, if you were to ask Penny, it was like the older woman was in... Shock.

"Alright, alright, I'm here. Whats- Oh, Penny." Eddie looked at the young girl as he came inside, almost surprised, which was weird. "I.. I thought you'd be at the bugle, with that whole Magneto thing." He then said.

"Oh, no. I wasn't even close. I was with my friend for a while, but then decided to buy some new clothes!" Penny pointed out, twirling the bag with her suit in it so that it was shut tight.

"Oh. Well.-"

"Come on!" Ashford shoved Eddie towards the couch, following close behind with a huge smile as he helped Gretcher up and hugged her close, looking to the two as he did.

"Guess?" He started, and for a moment, Penny was confused, but as the situation started to make sense, bit by bit, Gretcher beat her to the punch with a annoyed sigh.

"I'm pregnant." She simply stated, getting a sour look from the clearly excited Ashford.

"Wow! I'm happy for you!" Penny nearly yelled, cause she was happy for Ash and Gretcher. She looked to Eddie, expecting some excitement from Ashford's best friend, but found the young man looked shocked, and not in a good way, but that emotion washed away as he stood up and gave both Ashford and Gretcher a hug.

"No wonder you two have been getting away so often. Getting to work on starting a family huh? Congrats... I ah. I think I need a drink after hearing that." He said, stepping away from the three as he went for the door.

Shrugging, Penny gave her cousin and Gretcher a giant hug, having to resist the urge to pick them both up. "Well? What's the plan? I mean, we don't have a spare room for the baby room, and ah. Oh." Penny stopped for a moment, glancing at Gretcher's stomach and then her own wrists. Why did she wear the mask? She knew she had a bigger reason then ever before now. She wore it to keep her... Maybe not her nephew or niece by blood, and even then, second cousin removed or something, but she wouldn't risk Ashford and Gretcher like that.

It was more important then ever that Spider-girl, stay Spider-girl. And that made tomorrow even more important. Cause she wanted a man like Wilson Fisk off the streets. Maybe that'd stem Pixie Dust too.

She- Her and Euna had a plan. And she was hell bent on making sure it went well...

 

Perhaps. She shouldn't have been.

**Notes for the Chapter:**

> This chapter is a bit of a side chapter, but that doesn't mean it wasn't important, as you might have noticed. Plenty of characters I'm hoping to introduce here.
> 
> P.S. Finishing up, I wrote this sooner then I'd thought I would, and longer then I thought I would, nearing 9000 words. That is twice the number I considered. Turns out it wasn't so small lol. Thank y'all for reading, and fair warning, after the next two chapters, there might be a bit of a timeskip. Now, Spider-man isn't an unknown lore, so for the most part, this time skip will be presenting information that people will ether know, or passively accept, such as villains and such that have happened between the 19th chapter and the 20th. 
> 
> That's all!


	18. Fall of a king.

**Summary for the Chapter:**

> The moment in every persons life comes around where they need to make a choice, and sometimes, there is no wrong choice. In Penny's case...

"I asked you to be tough. I didn't mean this tough." Euna breathed, exhausted and laying on the ground of the training simulator, Logan stood above her, barely a sweat on his short and stocky build.

"You asked me to train you as if your life depended on it. I did just that." He answered in a gruff voice, watching as the girl stood back up, that exhaustion she had been putting on seemingly gone as she gave the much older man a dead panned stare.

"Tomatoe Tomato. Again." She demanded, and he obliged, his claws cutting though his skin as he lunged at the girl, her own glove like claws forming as she weaved out of the way and attempted to swipe at his rib cage, but he was faster, leaping away from the bone claws as he got low and lunged back at her again, his claws cutting deep into her gut as he lifted her off the ground, watching her squirm as she was skewered atop his claws.

"You fuck! Let me go!" She wined, her claws digging into his wrists but doing nothing to stop him.

"You're still slow. And you wonder why I say no to you joining the team. Kitty would easily kick your ass." Logan stated, sheathing his claws as the young mutant fell off and landed on her knees, hands to her stomach as the wounds closed themselves.

"That, is because she trains every single day and still has time to hassle me and anyone else she has deemed a 'problem' child." Euna growled, standing up, no more holes in her gut, for the fifth time.

"Kitty is just doing what she thinks is best for everyone Euna, including you." Logan defended the young mutant, frowning at his pupil as she walked over to her gym bag, pulling her 'school' clothes out. Logan already turned around to avoid the girl as she began to strip, knowing she was brazen enough to do that in the presence of anyone.

"I'd be careful old man. Someone might think Kitty's your kid if you keep defending her like that." Euna sneered, buttoning her skirt before finally pulling a shirt on.

"You know it isn't like that kid... How about we do this again after school." He offered, turning around as Euna finished getting dressed, his obvious disappointment in how short her skirt was quite obvious to her. And she was happy with that.

"Nah. I got plans this afternoon. Maybe later." Euna rebuffed, grabbing her bag and leaving, flipping off the Wolverine as she did.

"Hmm. What am I going to do with her Charles." Logan asked, hoping the older man would perhaps be listening, but all he got was silence... "What am I suppose to do Madeline. She's as furious as you... A demon."

 

Outside, Euna kept on a glare to make sure anyone in the halls knew to avoid the angry mutant, and they did, allowing Euna to make it to her room in a breeze, dropping off her bag and turning to leave, only to find herself face to face with the hall monitor herself. Kitty bloody Pryde. "What?"

Despite the aggressiveness in Euna's voice, Kitty remained unflinchingly in her way that both annoyed and made the girl envious of the X-man. "I wanted to congratulate you for your bravery yesterday. You did a good thing standing up there with your friend." Kitty said, referring to the event yesterday where Penny and Euna had stood together with the Human Torch to show a human mutant friendship.

And Euna was... Surprised. Her normal snark gone as she stared at Kitty. "I... Thanks. I guess." Euna said, her low and not so angry voice seeming to surprise Kitty.

"That girl. Penny. She's a good influence on you." Kitty continued, and Euna shrugged in return.

"She is... Can't say I'm a good influence for her. But she's very resistant to my temptations... She's almost too good for me." Euna would admit, almost humbled as she spoke about her friend... Her friend. At first, maybe Penny had been just a game. A mutate that dressed up as a spider? That intrigued Euna to no ends. But as the weeks passed, Euna realized it was no longer that. Penny was her friend.

"I guess we won't be seeing you this afternoon then?" Kitty guessed, getting a small chuckle from Euna. 

"No... And not Penny. I have a meeting with another friend." Euna said, almost getting a suspicious look, so she continued. "A friend you could say I met though Penny. So they're good." Euna continued, watching the suspicion go away.

Nodding, Kitty stepped back and aside for Euna, giving the devilish mutant a smile. "How about a chat tonight then? Been meaning to ask you about a few of your thoughts on how we could impr-" The girl started, but Euna's patience had grown thin and she started walking.

"Yea, yea, sure. You keep that wonderful optimism high up Kitty baby. I got a date with a king."

 

* * *

 

 

 _Beep. Beep. Beep. Beep. B-_ The beeps ended with a thudding crash as Penny slapped at the alarm clock, accidentally sending the device across the room and into the wall. "Damn it." Penny groaned as she sat up, rubbing tired eyes and grabbing her phone to check the time. 7'oclock. Three hours of sleep, that's nice. "Why did I set the alarm anyway." She asked herself, before jumping out of the bed and walking over to her alarm clock, picking up the pieces and putting them aside. 

Moving over to the box she kept her professional things in, Penny pulled out the half finished web shooters and gave them a evil eye. She was barely done to say half finished, she needed to slim the design, maybe add some more spinners and then work on the pressure plate, which wasn't going to be... "Ooh. I hate this. Okay. No web shooters. Am I spider-girl without webbing? The suit is an absolute disaster too... No one is gonna be looking at me anyway. No one but anyone who looks up at me while I'm crawling on walls or jumping high into the air from one to the next."

Concluding that today is just a fun day that she's going to have to do, and she hadn't even gotten to the part where she was hoping to take photos of Wilson Fisk do a drug deal with her... Best friend. That sounded bad, could she implicate her friend in this? This drug deal. Sure it wasn't a real drug deal, and Euna didn't have the money so maybe it wouldn't be so bad. Besides, all eyes would be on Wilson Fisk, with the drugs. Maybe they couldn't outright get him to be King-pin, but this could be the start to the end. That was all they needed, the start to his end.

Getting dressed, Penny had breakfast and saw Ashford off with Gretcher, Eddie hadn't returned last night, so she assumed the news of the baby last night must have really surprised him. "So... Any plans for a name." Penny asked, getting a almost expected glare from the older woman.

"Not... Really." She decided to say anyway, and Penny thought to keep quiet about it, but decided to ask anyway. "Ashford seems excited. Couldn't stop hearing about it last night. Does he have a name planned already?" She asked, getting a chuckle from Gretcher. A strange sound, Penny had to admit. She had never heard Gretcher laugh before.

"He does. May." Gretcher stated, and Penny fell silent. May. May... That was a good name.

"No boys name?" She asked, and Gretcher shrugged. "Really?"

"Mmm. Sorry Penny, but could we perhaps limit the amount of conversation about it? I'd rather get though the days I have before it shows in peace." Gretcher asked, and Penny nodded.

"Sure... I... Nope. Sorry. Won't say." Penny quickly said before the evil gaze from Gretcher grew any stronger, luckily Penny was quick to escape as the pulled up near the school, allowing Penny to leave. Not that today's lessons mattered. Today, was just a warm up for this afternoon. Gods she hated the suspense.

Every hour was a day, every minute an hour, every second a minute. The wait was horrendous and the only thing that elevated it was the fact she could share that pain with Euna, who seemed just as angered at the slowness of time.

The two girls did their best to pretend today was absolutely normal, and for Penny, everything just made the eventual moment she pulled the costume on, as gungy as it was, that more exciting. She didn't wake up today to learn about the chemical complication of two compounds, she came here so that she drum her fingers and imagine how good it'd feel when she took the king-pin down. When everyone finally saw the criminal for who he was.

Maybe she didn't actually hate the suspense being built up bit by bit. Maybe she was excited for it to just flood when she had the evidence to put Wilson Fisk away for a long time.

And that flood began to weep when Penny stepped outside the school, the day having come to a end, students surrounded her, but only one mattered, the red skinned mutant that found her way towards Penny. The two of them would do what many others couldn't. She felt giddy inside. "Penny!" A voice called out, breaking every thought from her mind as she looked for the voice, finding a head of silver darting to the side of the school. Felix.

Why, now of all times, did he decide to bother her? Rolling her eyes, Penny decided that Euna would find her as she pushed her way to the side entrance, following after Felix. She needed to be careful, now of all times. She needed to get rid of this annoying cat, or at least make it so he left her alone. "Felix? I saw you. What is it you want? Is this about the save? Cause I didn't need you." Penny tried, and the low chuckle she heard told her that he was... Above her. Her spider-sense felt it before she realized and it took every inch of strength to not look up. 

"You know, I hadn't expected you to be such a good liar. You can stop pretending. I know what you are. You know what I am. And I want to beat you. I want to beat you without tricks, without lies." Felix started, and Penny did her best to appear confused. Was she that good a liar? She didn't feel like it... Maybe she had become one.

"Look, Felix, wherever you are. I don't know, nor care, what the hell it is you think? But we're not fighting. Kinda unfair, you, a mutant, me, a normal girl." Penny shrugged, trying to walk back to the entrance, only for Felix to drop down in front of her, eyes a glowing aqua, shaped like a cat and beautiful in a dangerous way.

"Stop. Lying. It's the only thing that makes sense. You appear. She appears. You know my secret, she knows my secret. IT is the only thing that makes sense anymore!" Felix quietly yelled into her face, and Penny realized that perhaps, he wasn't just taking out the anger he had for Spider-girl on her, but perhaps his anger for a lot of things. Crap.

Unsure what to say, Penny was saved by the cackle of electricity as she looked past the black cat, seeing Euna standing there. "Kitty cat, kitty cat. It's been far too long dear." Euna said, and Penny could see the way that voice of hers gave Felix pause, like a chill was going up his spine. 

"Euna. Didn't think I'd see you at a place like this." He turned to face the mutant, who had a almost evil smile lit upon her lips.

"What can I say? Demon had a change of heart... Mind telling me what you think you're doing to my friend?" Euna asked as she walked closer, her presence like a barrier that kept Felix back.

"Friend? You told me you didn't have friends." Felix growled, and Euna laughed a mocking laugh as she came up in front of Penny, rather imposing as she stared at the retreating Felix.

"And you told me your sister was everything to you. Where is she these days? Oh, wait, did she betray you like I told you she would? Should have listened to me when I gave you the chance Felix." Euna stated, narrowed eyes staring at Felix as he looked, far more hurt then Penny had expected, which meant that Euna hit the spot.

"Screw you Euna... This isn't over Penny." Felix growled, but Euna wasn't finished.

"Penny? Now what did... Oh, is this about the club? Penny said she saw you there, oh, how was that? Getting a surprise from Spider-girl? If it wasn't for Penny calling me, I do guess Spider-girl wouldn't have ever found out about that delicious little club. You need someone to blame? You blame me, cause if I catch you trying to hurt this fragile little flower, I will personally claw those pretty eyes of yours out." Euna growled, and that seemed to shut Felix up as he left the two alone.

"Fragile little flower? Really?" Penny asked after a minute of silence, getting a soft chuckle from Euna. "Come on! You couldn't have thought of something better?"

"What? You said something about him suspecting. I just thought the weaker you look, the weaker people will think you really are... Can't believe it. I thought I smelled him earlier." Euna sniffed, turning towards Penny.

"What was that? About his sister?" Penny asked, and Euna shrugged.

"Took a guess. He's alone, spending his hours watching you, that means hes got no one waiting on him, and considering how angry the gobshit looked. I just guessed what I told him after he left. His sister would leave him when she could. Cause he's a angry mutant, humans always leave." Euna spoke softly, leaving what she said with a sigh as she grabbed Penny by the arm and dragged her along. "I won't always be here to help you."

"I knooow. But you're here now. So thank you." Penny smiled to her friend, who seemed to just know.

"Yea well, maybe he'll leave you alone now. Come on. We got bigger fish to fry... Mmm, I actually kinda wonder how he'd look deep fried. Big fella." Euna said in a low tone, getting a smack in the shoulder from Euna with a laugh.

"Disgusting. Think about the smell."

"You're right. He'd smell horrible. Or really juicy..."

 

* * *

 

 

Penny smelled bad. If no one saw her, they'd sure smell her. Penny knew it. Euna knew it, the way she kept scrunching up her nose whenever she looked in Penny's direction. "Your suit reeks." She complained, and Penny sighed as she smacked at it.

"I literally hugged a guy who flies around on fire. Of course it smells."

"You suck. Euna and Penny, save the day and then spend a trip to the washroom. Oh, spa. Boom. We should go to a spa when we finish this." Euna clapped her hands quickly as she decided for the two of them what they'd do in celebration.

"Spa... Sounds nice. We should invite Gretcher." Penny said, pulling her mask on and looking to Euna, who seemed to stare at her like she was strange.

"Foss? Why? That's a bad idea. The woman can literally make herself into water, I'm sure she can be a spa whenever she wants." Euna grumbled, flicking at her nail as Penny decided between telling Euna the big secret or not.

Euna won. "Umm... Gretcher is Pregnant." Penny decided to just say, causing Euna to stop as she looked at Penny.

"Seriously? Like, seriously seriously?" She asked, sounding quite serious herself, almost... Penny wasn't sure.

"Yea. Ashford already has a name if it's a girl. He's pretty excited... Don't tell anyone." Penny quickly added before Euna grabbed the girl in a big hug.

"Well... Good on her. And hey, your small family is about to get bigger... Gretcher pregnant. Jeez. That's awesome. Just don't expect me to help out at all. You plan on baby sitting it, don't call me to help. I can already see it's beady eyes staring at me the way she does. Oh god, there's going to be two of them now." Euna complained on, leaving Penny to follow with a smile. Euna was happy for Gretcher, proud.

"And don't get me started on Ashford. Asshole never shuts up at the school, now he'll go on and on and on about his bloody kid." Euna continued, but Penny had to put a hand on the girls shoulder to silence her. They were running out of space.

"You go ahead here. I'll sneak in, the vents here look bigger then the last time. Smaller building too... We need a code, in case things go bad." Penny started, getting a scoff from Euna.

"If things go bad, you'll know. Just be ready with the camera." Euna tried leaving, but Penny tightened her grip. "What?"

"If things go bad. You leave. You get out any way you can, I'll keep them busy... I don't want to... Just. Please." Penny asked, hell, practically begged, staring at magenta eyes that finally gave in as Euna nodded. "Thank you... See you inside."

Letting Euna go, Penny climbed up the building she was on and got to the roof, jumping over to Fisk museum before pulling open the vent cover. She was right, it was bigger, and she was able to move about much easier, which allowed her to find the main room easily. But she had to stop for a moment, pulling out her phone, she scrolled thought the small amount of contacts till she came across the name. 'Officer Awesome.'

Seconds of listening to the ring tone, the click that he answered came and Penny was quick to talk in a hushed voice. "Hey. I got news."

"Spider-girl? What is it?" He asked, clearly interested. Of course he was. She had perhaps the biggest catch of all.

"I'm currently at the museum owned by Wilson Fisk off 10th avenue. There is a deal going down with Pixie dust between a friend of mine and The King-pin." Penny quietly said.

Popping open the vent, Penny climbed out onto the roof and started crawling, phone still at her ear. "The king-pin? Are you sure?" He asked, and Penny paused, thinking of what she could say. She couldn't outright say that Wilson Fisk was the king-pin without any evidence.

"Yes. I'm sure. If you hurry, you'll catch him with a butt load of pixie dust. Trust me." She said, crossing her fingers mentally.

"Alright. I do. But you can't be there when we catch them. Who's your friend." He asked, and Penny smiled to herself. Oh yea. Wilson Fisk, you were going down.

"A mutant. Red skin. Go easy on her, alright? And don't worry, you won't even see me." Penny said, hanging up. Davis would do what needed to be done, which meant she needed to gather her evidence, maybe try and get Euna out before everything went bad, but keep Wilson Fisk here with all the evidence that'd put him away for a long time. This couldn't be more perfect.

Moving forwards till she could hear the voices of one, very good acting Euna. That or she really was annoyed and venting it on whoever had to accommodate her, which allowed Penny to sneak inside as Euna kept the guards distracted.

"Where the hell is the air con? And the cute bodyguards. You think I want to stare at you two while I wait for the man of the hour? In fact, where is he by the way? Ooh, is Richie Fisky Jr gonna come? I could stare at that blonde mop all day long. Mmm." Euna rambled, pausing only a moment to smell the air and look at Penny, clearly saying to stay away with the stench.

"Did one of you fart? Ew. I have a very sensitive nose, and frankly your mere presence is disgusting. If you're gonna fart, just go and die." Euna growled, finally falling silent when a door thudded open and in stepped the very large Wilson Fisk. "Well hello." Euna said almost too quickly.

"So this is the hellfire club member hmmm. Interesting. Men, you can leave." Fisk stated, and the two bodyguards left the two alone. "So. What was your plan here." He then asked once they were alone, tilting his head as if examining Euna.

Euna paused for a moment, eyes narrowed as she stared at Wilson Fisk. It was just the two of them, alone, besides of course, Penny, who was in a corner of the room, sticking to the walls and practically invisible as long as no one was looking for her. "I don't get you. I'm just here for the deal. I assume you know of it of course." Euna continued to act, but it became clear that her act had already been foiled.

"Girl, I am the King-pin. I keep all my possible allies close, and all my possible foes closer, and the hellfire club doesn't know you, not to add, you came without even a bag to pretend you had money." He stated, and Penny frowned at how quickly their plan fell apart.

Euna, however, seemed calm, dropping her surprised look for that of one purely annoyed. "I had planned on saying I had someone outside with the money... I suppose I should ask myself. What is the plan here?" She asked, fingers twitching as she stared down the threat before her.

"Hmm. You see, I had planned something. I had considered not even coming. But I recently had..." He paused to cough, a hacking, disgusting cough that went on for a few seconds, but when he recovered, he acted as if it hadn't happened. "A change, and I wondered if you were going to be the ultimate test for me. Too see my improvements." Looking to the roof with a smile that said nothing good, Euna gave the man a hard stare, before chuckling.

"Wow, campy much. You realize I've trained with X-men. You. You're a human. Not much you can do against me you sick fat old bastard." Euna stated, starting towards him with a confident sway. But her confidence faltered when Wilson Fisk just stared at her with a smile of a man who knew how this was going to end. 

"Tell me. Mutant. Have you heard of Captain America? You could consider me. His better." Wilson Fisk dropped, dashing forwards with speed that didn't suit his figure, surprising both Penny and Euna as he grabbed the mutant girl by her head and slammed Euna into the ground, before dragging her along the ground and throwing her into one of his art stands. "Haaa... Perfect."

Standing up from the brutal assault on her face, Euna turned to the man with a glower, a cut along her forehead closing up as lighting quite literally arced along her eyes. "I'm going to hurt you. Badly." She growled, giving pause to the Super solider crime lord.

"A healer... That complicates things. I really wished to have killed you personally, but it's no use if you keep healing. Anchisukiru, kanojo o koroshimasu!" Calling out the command in Japanese, two previously hidden Hand ninjas appeared, swords in hand as they prepared to slice apart the young mutant while Wilson Fisk stepped back, another coughing fit keeping him preoccupied.

Only for Spider-girl to drop between the two as they tried to get to Euna and grabbed them both by the scuff of their necks, throwing them back at their boss. "Euna. Get out of here." She quickly commanded the surprised mutant, who looked even more annoyed.

"Hey! I can-" Euna started, but the lifeless stare her masked friend gave her quieted the mutant before she could continue, the only one willing to speak further being Fisk.

"Well. Consider me surprised. This was a set up by a mutant and Spider-girl. No matter. Hand. Forget the mutant. Bring me Spider-girls head." Fisk commanded to the two ninjas, who without a moments hesitation, stood up and advanced towards the spandex wearing hero.

"Euna. Go. Now." Penny ordered as she charged at the two ninjas, just barely avoiding a slash by sliding between the legs of one of the ninjas, quickly popping up and delivering a swift kick to their back, pushing off the ninja, she flipped backwards as a sword that had been swung at her legs cut the air where they once were.

Euna, torn between listening to her friend and helping when she knew she could, decided to put her trust in Penny, and started for the exit. She could still hurt the two guards from earlier. That'd make her feel better. But as she got to the door, Euna paused at the sound of Penny let out a loud grunt of pain, and turned to see Wilson Fisk having intervened, delivering a swift punch to the girls chest and watching as she fell backwards into another art stand, the two ninjas standing to the side with weapons at the ready.

Standing above her not a moment later, Wilson Fisk kicked Penny in the ribs, eliciting another pained grunt from the girl. "Damn. I really need to watch out for those. Do you even know the worth of these pieces of art? They are worth far more then you ever will be, Spider-girl..." And once more, he kicked her, "You know. I think, I know what I want to do. I want to unmask you. I want to find out, who you are. Where you live, who you love." This time, he picked up the girl and delivered a heavy handed punch to her head, pushing back into the ground as he let go of her, "Then, I will bring them your head, and when they are crying over your death, I will let them join you. And I don't want to do this, because I hate you. In fact, I don't hate you. You're young and foolish... But lessons for the young and foolish, need to be taught somehow, and a medium like you, will be just perfect." Wilson Fisk threatened in a way that made everyone in the room believe him. He would hurt everyone Penny loved.

Euna couldn't allow that. With a roar, her hands became claws as she charged at Wilson Fisk, lunging into the meat of his back and smelling the raw scent of blood as he let out a choked grunt of pain, the picture perfect white shirt he wore becoming stained with blood as Euna tried to dig her claws deeper into his back.

She wasn't prepared for when he jumped and landed on his back, and in turn her, crushing the girl under his weight as he rolled off her, the two stood up, staring each other down. "Didn't your... 'friend' tell you to run?" He asked, wary.

"She did. But I'm a big girl." Euna answered with a shrug, dashing forwards with her claws in an effort to cut Fisk apart, but his speed was still faster then Euna could have perceived the man to be, and he easily moved out of the way. So instead, she kept going forwards and tried swiping one of the ninjas, but they too, were faster then the mutant, dodging out of the way.

But it gave Penny some breathing room as she got up, her ribs ached, and her head was... Very sore. "I told you to run." She spat. Did she bite her tongue? A cheek?

"And you said you'd handle it. You weren't handling it." Euna replied, generating sparks of lighting in her hands to warn off the approaching Hand.

"What are you two doing? Get them!" Fisk ordered, and the two ninja's stop hesitating and attacked, one for each. With a nod, Euna sent a arc of lighting at her ninja, causing them to back up, trying to use their sword as a lighting rod.

The other, Penny aimed her hands at as if about to web them, and that caused the ninja to pause, obviously having expected a line or bullet of webbing to have come at him, Penny lunged forwards instead with a clenched fist and uppercut the ninja, pulling back the punch so that it only made their head roll as they fell backwards, unconscious. "Ooh, you should have been prepared for that." She joked as she mockingly shook her hand.

"Interesting. You had indeed pressed down on your palm... In fact, you haven't used webs once since you've been here. How unlike you, Spider." Fisk stated, watching Penny with a smile as he charged at the distracted Euna, who was still keeping her ninja preoccupied.

"Look out!" Penny called, running forwards herself, but Wilson Fisk, despite his size, was moving fast, almost faster then her, and without her web shooters, she could only watch as he slammed into Euna before she was able to react, grab her before she even hit the ground, and then throw her into a nearby wall.

The only reason Penny didn't join her was her spider sense, warning her of King-pins attack before it reached as Penny jumped back. "My you are fast. Have you been holding back? I do say. You keep holding back? I will kill you. Or he will. Get her." He stepped back, ordering the Hand ninja to attack Penny again.

She tried to trick him with her web shooters, but it seemed he learned from his fallen friend, and continued his attack, forcing her to avoid the rather dangerous sword in his hands, and whenever she tried to counter, she found her attacks didn't reach, as if he was making extra sure to avoid her, knowing that she was stronger then him. "Hold, still, you, bastard." She grunted as she tried to tackle the ninja, only to barely avoid a slice that could have opened up her side.

Meanwhile, Fisk moved towards the recovering Euna, who upon noticing him charged up a bolt of lighting and tried to throw it at him, only for it to go of course when Fisk roughly grabbed her hand and aimed it away. "Tsk tsk." Picking her up by the arm, he quickly slammed her back down onto the ground, watching it crack, hearing the groans of pain.

So did Penny, who looked away from the hand ninja for a moment to watch her friend be thrown around like a doll. "Hey!" She called, about to act, only to recognize the dull buzz of her spider-sense. At first, she assumed it was the ninja in front of her, but he was too far away... And the buzz came from behind.

Before she knew it, the Hand ninja she had knocked out before smacked the hilt of his sword against her head, causing her to fall to her knees as he swung the hilt agaisnt it again, forcing her to the ground.

Seeing this, Wilson Fisk dropped the girl in his hand and stepped on her chest effortlessly and far too quickly for her to respond. "Hold Spider-girl still!" He ordered, his two ninja guards picking Penny up by the arms and holding her still on her knees while she laid motionless from the heavy attacks she had received.

Still dazed from the last hit, Penny realized that Fisk wasn't kidding. He was like Captain America, but fatter, she couldn't stop seeing two of him, or at least, two halves of him, combined into a one of him... That didn't make sense. "Let... Her.. go." She tried to say, but her speech was jumbled and slow. Concussion? She wasn't sure. Had she suffered a concussion before? She was pretty sure she had...

"No.." Was all Wilson Fisk said as he stomped down on Euna, before slamming both of his large fists down on the girl over and over and over again. The ground cracked under Euna as she continued to take the punishment over and over and over again, till if it had been anyone else, they'd have been but a messy pulp.

But Euna? She healed faster then what he could dish out in damage, and the smile on her face told him all he needed to know. She was laughing at him. His strength was nothing to her. She could continue to take the punishment. "Is that the best you got? Why don't you let me try. I promise you, I'll hurt you. Bad." Euna laughed, but her threat was very real.

"Then heal from this!" Wilson Fisk demanded as he reached into the back of his finely made trousers.

Pulled out a gun.

Aimed it at Euna's head.

And fired.

The explosive sound of the gunshot woke Penny up from whatever daze she had been in, the grip on her arms was tight. Painfully so, and it took her a moment to recognize the body that laid before Wilson Fisk, twitching as he fired again, and then again. Only on the third shot. Euna didn't move.

 

* * *

 

Under the still mask, no one could see the shock Penny was in. She was barely registering the scene before her as Wilson Fisk kicked Euna, as if testing to see if she was still alive.

Penny couldn't see her. Penny couldn't see her face. Maybe she was healing. Maybe, the bullets hadn't done any real damage. She was going to be fine. Right? Euna was a healer. She could heal from a hole in her stomach, she'd heal from this... Right? That was how healing worked. Wasn't it?

"I had started to think she might be like that one mutant. Wolverine? Impossible to kill... But she isn't made of metal... Now. Where was I." The man said as he began to turn to Penny, a annoyed look on his face, as if he was just cleaning up a mess...

"I don't like using guns myself. But sometimes. The old fashioned way just works... I had hoped to see your face before I shot you... But I couldn't care less right now. Goodbye. 'Hero.'" He said, deadpan. Uncaring. He was going to shoot her. Kill her.

Just like he just killed Euna.

Right as he fired, his gun having been trained on the masked girl's head, Penny shifted her head to the left, her ear ringing as she barely avoided the bullet, and in a surge of strength, she lifted her arms up, picking the two ninjas up with ease and slamming them into each other with enough force to make a proper cracking sound as the two collided, forcing them to let go of her.

"Oh! You still have some fight in you! I did want to test this strength of mine. Come on then!" Fisk gleefully said as he threw aside the gun and held his hands out to Penny, ready to counteract her obvious attack.

But he wasn't prepared for her to lunge so forcefully, her small hand grabbed onto his and pushed it back with such force, he realized one thing.

He hadn't accounted for her strength. He didn't know how strong Spider-girl really was.

Penny didn't ether. But as she punched him in the jaw with enough force to send the man reeling back, and followed it with another punch that sent him onto his back, she jumped atop him, her knuckles sore from delivering two punches she was quite sure, she had still been pulling back. Why? Why did she pull them? "You..." She started, before looking over to Euna. Expecting the young mutant to get up.

To flash Penny that smile she flashed, with those perfect white teeth on a perfect smile. For the black haired girl to tell Penny she was alright. That the blood on her face matched the color of her skin, so no one would notice.

But instead, she got a proper look at her friend. At Euna. Her face was covered in blood that didn't match the girls skin tone, the wounds were small, as if the skin had started to heal them, but without a brain to function, they stopped, her eyes looked surprised, stunned, and lifeless.

Euna was dead. And the man that killed her, looked up at Penny, with a smile on his lips, the sounds of sirens could be heard in the distance. It seems the police were coming. And he knew it meant everything good to him. He was a innocent man being beat up by a vigilante. "Well? What will you do now? 'Hero?' What will you do now girl. Run? Realize the mistake you made? You can't beat me! I am the King-pin. I am unstoppable!" He yelled, not even bothering to throw the girl off. He had won. Like always.

"Captain America huh... Do you heal?" Penny quietly said, looking away from her friend, and back down to the King-pin. This monster. This villain...

Killer.

"Wait... You wou-" Wilson Fisk tried to say, before being cut off by that hacking cough, and finally was quieted when a loud, bone crunching crack sounded as Penny punch him. This time, she was quite sure she wasn't holding back.

"Do you heal!" She yelled as her fists connected with his face again, once more, and again. "AM I HOLDING BACK NOW!" She roared as she continued to hit him again and again, hit after hit, his face a mass of bruises and blood as she continued to punch and punch. At some point, he stopped struggling. At some point, his hands fell to the side, the only movement from his body being the thudding spasm as she punched him again and again, till her fists were covered in blood... She wasn't sure who's. Hers? His?

She only stopped when the sounds of the sirens outside were closer... Were outside. She looked to the door, the obvious entrance, and back down to the face of the man that killed her friend. It was a mess. A gory mess of red and black. She couldn't even recognize the man she once considered a hero. The face of a villain, so vile and evil.

And it was only then, she realized... He wasn't breathing. "No... No. No." Stumbling back, Penny looked at her gloved hands, the fabric torn from the constant punching she had done.

Looking to where she had smacked the hand ninjas. She saw that they were gone, but Euna was... Euna was still there. Shakily walking to the mutant, Penny picked the girl up and walked to the window, opening it up and climbing out of it as the door to the room where... She quickly dropped out and started running, hugging Euna's body close to her.

Her friend... The only person that really knew her. The only person... She. "It's... My fault. My fault... Why. Why did I bring you along. I... I shouldn't. I'm so sorry. I'm so... So sorry." Penny cried as she continue onward. Without direction. Empty...

In reality. She knew where she needed to go. It was difficult. Getting past the city, she eventually was able to take a clothe and cover Euna's face, unable to look at her friend anymore as she carried her all the way to central park. To the Mansion for mutants. To Euna's home. Where she belonged.

 

When Penny finally came across the wall, she jumped it easily. It was so small to her, she barely noticed it. But when she landed in the confines of the mutant's home. Their safe zone. She noticed how... Lively it was. Students were everywhere. Talking. The younger ones playing, using their natural gifts to enhance the fun they were having. They were people. People that could do things humans could not, sure. But still people. And here she was, carrying one of them into their home, dead. Because of her.

It was slow at first. Some of the kids only noticed her presence, but as Penny got closer, Euna in her arms, slack with a clothe hiding her face, some of the older kids soon realized what it meant, and started to corral the younger students inside.

By the time she made it to the door, she was met with... Kitty. Bobby? A girl with white streaks in her hair and a woman with silver hair, who alongside her stood Cyclops. "Spider-girl... What happened." He asked, clearly guessing by the state of her costume that she had been in the winger, the body in her arms, all of them stared at her. Waiting for an answer. She could see Kitty, the girl that had helped her when she came to the mansion, tears welling in her eyes as she looked at the red skin, the horn poking out from under the clothe. She knew it was Euna.

And it was Penny's fault. "...Please... Take her." Penny said, doing her best to hide the sob in her voice, holding out Euna effortlessly. She was so light... So heavy. Storm stepped down and took the girl from Penny. The woman looked as if she was barely keeping it together as she held the young mutant in her arms.

"Spider-girl!" Cyclops demanded, and Penny looked at him, unable to see his eyes behind the visor, she could only guess the emotion they held. Anger, she thought. Confusion... Hatred. "What. Happened."

Licking her lips, Penny looked at her hands, hearing the gasp of surprise as they looked at Euna's face, seeing the bullet wounds. Small, but there. A constant sign that Euna wasn't going to heal. "She... She was helping me... It's my fault. I shouldn't have let her come. I... I'm so sorry." Penny said, her voice growing weak. She wasn't able to keep the tears out of it. Her fault. She hadn't just killed someone... She had killed her friend too.

"Logan, no, you should-"

"Out of my way Hank!" A angry voice yelled as the door slammed open and a small man stepped out. Penny recognized him. Wolverine, but he didn't care about Penny, his eyes went right to Euna. "No... No no. No!" He went to her, unsure what to do. Unsure if to touch her, if to hold her. He could only see the obvious. The clear cut. Euna was dead. And the only one that didn't belong, was Spider-girl. "What happened! Why... Why is she! WHY!" He yelled, his voice causing Penny to flinch.

She didn't know what to say. What to add. "My fault." She echoed, as if that was the only way to rationalize it. "It was my fault. I'm sorry." She continued as a blue furry man came out and grabbed Logan by his arm.

"Spider-girl. You should go." The blue beast said, the only one that could look at her. Everyone else was ether looking the other way, or at Euna.

"Let me go Hank... You think I'll forget your smell? You'd better hope I don't ever find you." Logan said, his eyes a glowering fury that frightened Penny, his muscles barely restrained from lunging at her, from skewering her with his claws. She wasn't wanted. Spider-girl wasn't wanted. Nodding her head, she turned, and like a guilty party. She ran, faster and faster. Escaping the guilt she felt, the accusing eyes on her back. Leaving her friend... No. She wasn't Euna's friend. She wouldn't have gotten her friend killed. She wasn't a real friend to Euna.

Jumping the wall, Penny found the closet highest building and collapsed onto the hot asphalt, finally alone. She started to cry in earnest. The events of the past hour catching up to her like a fire that was finally let go into a forest. Burning and burning till she'd become nothing but charcoal. "I killed people... I... Killed her. I killed. I ki- killed. Wha- what does. What am I... I'm a killer..."

 

* * *

 

When she had gotten home, Penny peeled everything off her. She had avoided Gretcher and Ashford quickly enough so that she could be alone, to inspect the damage. Her eyes puffy, her ear was bleeding. In fact, she hadn't really been able to hear out of it for a while, now that she thought about it. Her skin was bruised, and her chest hurt enough that she suspected a rib was cracked. Yet this... Nothing about her injuries compared to the hatred she felt to herself right now.

In the morning, Penny had told Ashford that she wasn't feeling well, and asked if he could call the school and tell them she wouldn't be coming. He complied, seeing as she hadn't missed a day before, and allowed Penny to stay in her room for most of the morning.

It wasn't any better. She hadn't slept since she got home, her thoughts too muddled to allow her to even think of sleeping, not when she kept seeing the dead body's of Wilson Fisk and Euna. Killer. She was a killer. It didn't matter that Wilson Fisk was one too... The fact that she killed him. Killed. Him. It didn't leave her mind, it couldn't. She was meant to be a hero. Hero's didn't kill people. She had this power, and a responsibility to use it right... "What would Uncle Ben say to me now?" She whispered to the open air. Begging for someone to answer, to tell her what she needed to know... But no one did give her what she wanted.

When the afternoon struck. Penny climbed out of her bed and walked into the lounge. It was empty. Eddie was still gone. Gretcher was at the school, Ashford was at wherever his station was. Firefighter... He was a better hero then she could ever be, clearly.

Feeling too sour to eat, she found the remote for the TV and turned it on, flipping between the channels, pausing only when she was a click away from the news...

What would be said? How would it be said? Would Wilson Fisk even allow his death to go on the news... It wasn't like anyone could possibly know, right? She had left before anyone saw her... Letting out a breathe, she finally clicked the button, about to throw her worry away.

Only to falter at the tagline. 'Wilson Fisk found dead in his museum. Security footage shows his death at the hands of rising vigilante, now villain, Spider-girl.' It was quite obvious what it meant. The world didn't know Wilson Fisk was a crime lord. A villain. They only saw what she had seen before she heard the truth. A hero, a man who did everything for a city he loved.

And it loved him back. Loved him so much, the mere sight of her black and white form, standing over him as she attacked him again and again and again was enough proof to label her as nothing more then a murderer. A reminder. Ever present and constant.

Needing fresh air, Penny quickly wrote a note she was going for a walk just in case someone came home and went downstairs, leaving behind her guilt as she left the building as Penny Parker... Yet when she walked the streets, eyes surrounding her, she realized that the guilt wasn't just her suit.

It was her. These people were not just looking at Spider-girl, but the girl behind the mask. Her. Murderer. The further Penny got, the more the weight bared down on her, before finally, she dashed into an alleyway and pressed herself into a corner. She wasn't Spider-girl because of the mask or the suit. She could climb walls, break them, right now. It was her fists that took the life of a man.

Her. The more she said it, the more she felt like vomiting.

"No... no no." Struck with a realization, Penny pulled out her phone and called Officer Davis, the ring tone going on for what felt like hours, only to click at the last second. She was sure he knew who it was, and she found no power to speak.

"Spider-girl... I... If you knew what was best for you, you would come into the station now." Davis stated, blunt, but soft. He, in some way, knew it wasn't as cut and dry as it might have seemed, but she didn't deserve that.

"I... I killed him. He... He hurt... I." Penny struggled with her words, struggled to find a way to explain, to excuse her actions. "He was it. The king-pin." She finally said, hearing only silence on the phone.

"I found a gun. Before we could examine it for evidence. It vanished. Just about all the security footage we could gather was blank and dead, all except the footage of you and Mr Fisk, and it seemed to have been cut short. The only evidence I have, is your crime... Wilson Fisk was the King-pin. I believe you. You have no reason to lie, and the lack of evidence aids your story... But you still killed him." Davis said, giving Penny some hope. Some knowledge that someone out there knew she didn't have no reason for what she did... But he was right. She did kill him.

"...I can't." She said, but really, she was too afraid to. What if they retaliated against her? Someone inside the station was corrupt if evidence went missing. What if they hurt her family? "You don't have to... I won't call you. I won't ask for help. I'm sorry." Penny finished, hoping that perhaps he'd say no. That he'd say something good in this sea of bad.

"I'm sorry too." Was all he had to say as he hanged up, leaving the girl alone. Looking down at her phone, she scrolled though the contacts, and found two names. Euna, and NS. Night nurse. Claire. Penny almost considered calling the woman, but found herself holding back. Claire worked with heroes... Penny wasn't a hero. She could already feel the disappointing glares she'd be given if she was to even try and show her face to Claire... To Daredevil.

"...Euna..." Gulping, Penny took a shaky breathe and started ringing her dead friend, almost hoping that overnight, she had come back. Healed from her wounds, surprising everyone with a grin of hers...

As the ring tone started to round off, Penny felt the tears stinging her eyes just as quickly, till it clicked. "Euna!" Penny almost yelled at the phone. Someone answered! Euna must have! It was the only thing that made sense!

"I... I'm sorry. Euna passed away yesterday." The voice said, and Penny fell silent. She recognized it too. Kitty.

"I... Kitty? Are... What... This is a joke, right?" Penny asked, lying. She knew it wasn't a joke, but she had to be selfish right now. To pretend she didn't know anything. To pretend she isn't at fault for her friends death, for the death of a friend to many. Penny could only see herself as something wrong, she was so selfish, wasn't she?

"Penny? Oh, I'm sorry. I really a-" Penny hanged up the phone before Kitty could get any further, the tears running down her cheek a sign she couldn't keep it together if she tried.

"I'm so sorry Euna." Penny offered to the empty void of walls and sounds. Here, in an alleyway, she apologized for the death of someone who didn't deserve it.

 

* * *

 

 

Back home, Penny stared at the vial of super solider serum she had stolen off Osborn and Fisk. A fake... Or at least, something. It was the last thing she had to take care of. The last aspect of her life that bared any connection to Wilson Fisk, besides her suit of course.

She had planned on giving it to Fury. A sign to help him with whatever it took to stop Fisk and Norman... But as she stared at it now, she thought back to her mother, who had died to make sure this didn't fall into the wrong hands, and yet, Shield gave it to the wrong hands anyway. Did her death even mean anything?

Holding it tight, Penny went to the sink and filled up a beaker of water. Dissecting the vial, she poured the contents into the water and added detergent. She wasn't sure if this would do anything to stop it, to weaken it. But she didn't want to bother with it any longer. Grabbing hold of the beaker, she lifted it up and started pouring the contents into Gretchers potted plants. Super plants. She'd have laughed if she didn't feel sick.

Staring at the plants, she jumped when her phone started to vibrate. Picking up and answering before she looked at the name, Penny was surprised to hear Robbie Robertson on the phone. "Penny, did you hear?"

"Hear what?" She asked, rubbing her eyes as she transverse to her room with a leap, kicking shut the door and staring out her window.

"Jameson fired Brock." He continued, and for a few short seconds, Penny was confused, only to gather what was said.

"What! Why?" Penny asked, looking back to her door. He was fired? Was that why he hadn't come home?

"Apparently he told some people that you were taking photos of Spider-girl. He just came in, drunk, and told Jameson everything. You should have heard him, Jameson could have torn apart the entire bugle with his anger." Robbie said, telling Penny all she needed to know. The man, the person she had overheard with Richard Fisk. Wasn't just someone at the bugle looking to make a quick buck. It was... Eddie Brock.

"I... Thank you for telling me." Penny said, suddenly sobered up. He must have regretted his actions after hearing about Gretcher's pregnancy... He was the reason Richard was there. The reason Euna encountered the son of the King-pin. The reason Euna was dead. Not the sole reason, but Penny needed someone besides herself to blame.

"No problem. By the way, any photos you have of Spider-girl, Jameson wants them as a cover for his article... You know, I really thought she was one of the good ones... Just goes to show you can't trust anyone hiding behind a mask. Next the Devil of hells kitchen will start killing." He continued, and Penny nodded, before gasping out a agreement and hanging up.

The whole world was going to know the mistake she made. The killer she was. Her hands, covered in blood. She was a monster, wasn't she? She couldn't even use the pictures she'd taken in the museum... Taking her camera, she deleted the pictures, just as the door was unlocked and she came face to face with Eddie Brock.  He smelled like alcohol.

"Penny? What are... Doesn't matter." He said, walking over to his room, with a angry glare, Penny followed him, standing at the door as she watched him pack. He was going to leave without a word!

"I know what you did." Penny said, giving him pause as he looked to her, the calm nature of his quickly betrayed as he angrily looked back at the girl.

"I should have never told you to take photos. You didn't just take my old job. You were taking my Job!" He yelled, getting in her face.

"So your idea was to tell someone that I took photo's of Spider-girl, even when I wanted animosity? You could have put Gretcher in danger!" Penny yelled back, shoving him with a fraction of the strength she held, yet it was still enough to send Eddie sprawling back. 

"Why would you... Doesn't matter. I'm going. My friend will take your side, just cause his aunt was nice to him. I was going to lose my job anyway, so screw you, and screw the bugle." Eddie stated, quickly grabbing the bare essentials as he shoved past Penny, with little success and left her alone to glare at his back.

Minutes after he left. Penny slumbered her way back into her room. "Why... Why are things getting worse, and worse... I need... I need a distraction." She told herself. The past day and so had been. Hell. She lost her friend. She killed a man, and she had to sit here, and pretend like none of those things had happened. She had a few more hours alone, however, and so she pulled out her work in progress web shooters, and started to tinker with them, ignoring the salty smell of tears as they rolled down her cheek. She was a killer. But... She was still Spider-girl.

And that meant she had to be ready for whatever came next. It wasn't going to be easy, it wasn't going... It wasn't going to be good. But clearly. She needed more then what she had right now... Much more. She couldn't take back what she did... But maybe she could amend. By throwing herself out there. By doing enough good to offset the evil she had committed.

 

_A month later..._

**Notes for the Chapter:**

> Let me just say, before I write this. Oof. I've had this idea in mind for months. I've considered it since I started this fanfic, not quite like this, but close. In every case, it has become what I am about to write, and what you have read. So... I hope you enjoyed. I sure won't.
> 
> P.S. I got really sick when I started writing this, so I spent quite a bit of time recovering then living, and that includes writing. Sorry this took so long. So. Upon finishing this, I'm going to be making some edits. But holy hell, I made it. It was tiring. Complex and a lot of moments where I had to look up words to find the best one for the scenario. I know I can and could have done a few of these moments better, but that just adds to my ability to write. Thank you for reading so far, and while the next chapter might just be a epilogue to fill out this one, the one after, chapter 20. Will be a huge leap forwards from now.


	19. Fall of a king: Epilogue

**Summary for the Chapter:**

> A month has passed since the death of a hero, the rise of a killer vigilante. Everyone has been taking it in differently, but for Penny, it's just another day of dressing up in a old, broken suit, tearing her hair out over a pair of web shooters she can't seem to finish and hurting over a loss she can't truly mourn for. 
> 
> For everyone else, things are changing, events are happening. The world goes on.

"Daad, I'll be fine. It's just another school, school's easy for me, a breeze. Why do you think they chose me, me, out of like, six people, to join this school on merit alone." The boy reassured his father, sitting in the back of the car. In truth, he was scared. Worried. Would he fit in? Did he really have the smarts to match those of the Otto Octavius's school for literally the most intelligent... And rich.

He wasn't going to be rich enough. Would they hate him for that? "Dad. Can I go?" He asked his father, who looked in the rear-view mirror to sight his son with a watchful eye, proud and equally worried for his son.

"Look. You have any problems, you find a teacher, or call me. I'll ruin your reputation any day if it means saving you." His father joked, and the boy wanted to smile, to chuckle, he really did.

But he also didn't want his father to do any of that. "I will be fine. You know I will." He continued to lie, but he needed to be brave, because if he wasn't now, he was doomed later. This school would tear him apart. Didn't help the world around them was tearing itself apart.

"Alright. Alright! You can go. Seriously. Call me if things get tough. You know I love you." His father said, reminding the boy of something he was certainly sure of. His dad did love him, and he loved his dad right back, even if his dad was also a possible social life killer.

"I love you too. See you later!" He called as he opened the door and looked at the menacing doors that led to the school every kid with a future worth living dreamed of going too. Otto Octavius, one of the brightest minds of this generation, standing high among the brilliants of Reed Richards, Tony Stark, Bruce Banner, Hank Pym, Victor Von Doom (Not the most popular opinion but nobody could doubt the man is a genius, just a evil one.) Even- 

The boy realized he'd been standing outside of the building for nearly five minutes and hugged his bag close to his chest, a faint heat growing in his cheeks. "Oh wow. Luckily no one is around to see this..." He whispered, encouraged by the fact, he took his first brave steps to a smarter future.

Inside, he realized he must have been the last one, the other five had already arrived, a blonde girl caught his eye right away, but he averted the very same eyes just in case it got weird. Instead, he focused on the man of the hour, Otto Octavius. "Ah, our last arrival. Welcome." He spoke loudly, alerting all to his presence.

"Wow. Umm, hey." The boy said with a little wave, the only one who waved back was the blonde. She seemed nice.

"Well, now that everyone is here, the only one missing is your guide. Seems she is late. Again." Otto stated, looking rather grumpy, their guide was late? That didn't seem like proper edicate.

"Sir?" One of the others asked, a boy with short, curly red hair. About as pale as they come. "How long will we wait?"

"Well, considering how late our last edition was, not very long. Nothing is done when smart men, and woman, wait for someone. Come along." He said, turning to leave with the expectation he was going to be followed, but almost as if fate laughed at them, the door was suddenly slammed open as a young girl with short brown hair and oversized clothes practically fell into the room.

"Sorry! Sorry! I'm so sorry. I got stuck in traffic." The girl breathed out, looking among the new students with a curious eye, only stopping on the blonde girl. "Gwen! Hey! Glad to see you." Penny smiled, but the boy couldn't help but notice how... Empty it looked, like she was just smiling cause it looked good.

"Penny? Wow. So this is where you vanished too." Gwen said back, but with a real smile.

"Ah yes. Introductions. But first, since your guide is here, allow me to say a few things before I leave you in Ms Parker's very capable hands. This school, is designed to make you great, but it will not churn you like a machine. I expect all of you to work the machine until you have been molded into the next generations greatest. I will also not allow prejudice against the mutant children that also attend this school. They are your class mates, soon, anyhow. Put aside any differences, if you have them. Parker." With that, the smartest mind in the room left them to the aloft girl who... Kinda smelled.

"Right. I already know Gwen, and the rest of you. Charlie, Boyal, Derrick, Naomi and..." She paused for a moment when she stopped at the boy, as if in deep thought, before remembering whatever it was she needed too. "Bienvenida! Sorry if I pronounced that wrong." She started with, surprising the boy with her use of Spanish. It wasn't terrible, but it wasn't that of a professional.

"Estaba bien." Miles replied back, giving the girl a encouraging smile.

"Well, welcome to Octavious's school, Miles Morales."

 

* * *

 

 

"Alright. That was most of the classrooms you will all be attending. Please refer to your sheets based on the classes you have chosen, and do remember the route. It took me quite a bit to remember it all myself." Penny lied. Once she had gotten the tour herself, she figured it out pretty easily, but she didn't want to seem rude.

"Question, what was that large hall?" One of the boys asked. Charlie, she thought. Large kid.

"It's where we hold meetings, and where physical exercise will be performed, if that is a alternate study you'd prefer. Athletic nature is one of science after all... It is also where we will hold inter-school events, however, our planned event has been cancelled to next year due too... A recent event. One of our students had been murdered." Penny answered, quiet with sorrow.

Killed, had been the term when it was announced to the rest of the school a few days after Euna's death, but Penny knew the truth. She had been buried the same day, and Penny had avoided even looking in the direction of the Mansion when she could. She wasn't worthy of attending any kind of funereal anyway.

"What's it like? The school I mean. Must be weird with all the mutants around. Are there any dangerous ones." The girl asked. Naomi? Penny didn't care.

"It isn't and no. In fact, my friend was the mutant who had been killed. I ask that you remember what Mr Octavius said. This school has no place for hate born out of stupidity and uncaring natures. Now. I will show you where the cafeteria is. After that, lunch will start, which should allow you to meet the rest of the school, your badges will single you out as the students that got in though merit alone, but don't let that scare you. It just means you're smarter then the others." Penny finished with a smile, before leading the newly arrived students to the cafeteria.

Along the way, Gwen made her way up besides Penny, giving the girl a small shoulder bump. "How have you been?" She asked, sounding genuine. It was nice, Penny realized. To see someone she knew. Besides Harry. No offense to him, but his dad was also a huge villain that Penny had no clue how to deal with.

"Been tired. I lost my friend and it just feels like Uncle Ben and Aunt May." Penny admitted, looking at Gwen with what must have been sad, tired eyes. She was tired. So tired.

"Aww, Pen. I don't know what to say... Just, I'm here now, so if you ever want to talk." Gwen offered, and Penny nodded her thanks.

"Harry's here as well. I'll point out the table he usually sits at." Penny said, getting a surprised and thankful nod from Gwen as they arrived at the cafeteria.

"Alright. This is where you will be eating for the foreseeable future. And with that, I've shown you our wonderful school. Once this lunch is over, look for your period three class and head towards it, the teacher will introduce you to the class and from there, you'll become another cog to this wonderful machine." Penny read from the script Dr Connors gave her, but it seems her words only just reached most of them. The only two that seemed to pay attention was Gwen and Miles.

Speaking of which, Miles came up to Penny as the others explored the cafeteria, clearly looking at the tables to find the best 'seat' or something. She didn't know. "Hey Miles. What's up?" She asked. He seemed to be her age, and he was okay, if a little quirky. But it was most likely just shivers from being in the school. Penny was the same way.

"Umm. Will the students... I don't know. Not like us automatically? I mean, I know you said we're smarter then them, but that's self depreciating to yourself, so, assuming you're really smart yourself. Tell me honestly. How screwed am I?" He asked, honestly surprising Penny, who chuckled, he was right to be worried, but frankly, he came at the right time. It has been quiet since Euna's death, with most people leaving Penny alone. She didn't blame them. She wanted to be alone.

"I guess. Really depends on how you flaunt that badge of yours. Take it off after a few days, and people will forget soon enough... And ah, don't put down your own intelligence. Otto Octavius personally chose all of you out of everyone else. That means he sees potential in all of you. You'll do well here. The people don't really matter anyway if their end decision is to be jealous of you." Penny stated, letting out a breathe, and getting a question she didn't expect.

"What about you?" He asked, curious. It made her curious too. Was she jealous? Dr Connors clearly chose her because he thought she wouldn't be... And frankly. She wasn't. She couldn't be jealous of Gwen, who always held herself back. Of Miles, who clearly, despite his anxious look, was incredibly smart. They all were, even if she didn't care for most of them. It was better she didn't anyway. People close to her always got hurt.

"No. I barely got in myself, which means I should be. But I'm not. Do great things Miles. That's all I ask." Sorry Euna, Penny thought as she smiled a... Well, a smile to Miles. I'm not making friends again.

"Thanks. Penny. I'm glad to have met you, I was really panicking earlier... Don't tell anyone." Miles smiled, and Penny couldn't help but smile back, a real one this time. He was cool. Besides Gwen, she liked Miles the most of these new students.

"I don't normally make promises. But sure."

 

* * *

 

 

When school was officially over, Penny quickly made her way out. It was like clockwork. She went out the back, that way, most could assume she had vanished within the horde of students getting out of the school, allowing her to quickly make some distance from the school until she was finally alone.

Normally, she'd get changed, make sure to put her bag somewhere she'd remember, cause she couldn't lose more bags, and start her patrol, but today, she was taking it a little slow. Breathing in the appearance of Gwen, and the broken promise she couldn't shake away. Friends were dangerous. And while she tried to tell herself that Spider-girl and Penny were separate entities...

She didn't believe herself. Aunt May didn't know, and that didn't matter, she had angered an entire crime syndicate, an entire city. New York hated her, and she only helped to flame that hate though the daily bugle. After all, she was the reason they had good photos. But the moment Spider-girl and Penny were put together... She didn't want to think about it.

Finally deciding that she had enough of her life crisis, Penny quickly changed into her ruined suit. Every day, it got worse, but every day she'd been out. Catching bad people doing bad things, and without her web shooters, everything took far more effort, and that meant her already damaged suit was getting worse.

Pulling the mask on, Penny nearly gagged at the smell, but held her lunch in and stretched out her legs, before running and jumping to the next building's roof, a process she'd repeat till something told her that something was going on. It was no where near as fast as using her webs, but she often surprised herself with her speed and agility. Honestly, she surprised herself still when it came to her powers.

Her Spider-sense could tell her which cup had a ball in it. A stupid magic trick Ashford decided to try, and every time, she called it.

Penny laughed at herself. Mid air, cars speeding under her, and she was thinking about how her sixth sense was able to allow her to gamble, landing, she balanced on the edge of the roof as she decided which way to go, ducking under a rock that had been thrown at her head as she did. "Murderer!" A voice called, and Penny couldn't even look at them. They were not wrong after all, even if they were wrong to feel sorry for Wilson Fisk.

Jumping away before more joined the rock thrower, Penny kept onward, only stopping when she noticed something weird, a cloud of smoke, rising up into the clear sky above Harlem. "Oh no." The girl whispered, worried for the people there. It looked like a huge fire, and instinct took over as she began to jump, run and lunge towards the location. Maybe by the time she got their, fire fighters will have rescued everyone, but she just wanted to make sure.

In a minute and a half, she slowed to a halt as she came across from the building, the fire having grown quite large in a multi-apartment complex, several people were on the street, midst panic, along with the firefighters who were trying to control the situation.

Looking down, she noticed one of the firefighters taking control of the situation, checking on people, she crawled along the wall of the building to get closer.

"Does anyone know if there was anyone else in the building? Does anyone!" He kept calling out, his attention brought to a woman who was just evacuated from the building, a serious burn trailed her arm.

"She was under a log, I can't get any further." The fireman that brought her out stated, but his words seemed to trigger the woman, who gripped him with her good arm.

"No! My... My Son. He was hiding, he-he was upset." She scanned the crowd, looking for her son, and increasingly, the look on her face worried everyone present as she came to the conclusion that her son wasn't outside of the building.

Throwing off his helmet, Ashford grabbed the lady to calm her, looking her in the eye. "Hey! I can't find him, if you don't calm down. Which floor was he on?" He asked, getting an answer, but the other firefighter shook his head.

"You can't! There is no way up there!" He called, but luckily for them, Penny's suit was already ruined. Jumping down, she pushed past scared and frightened people till she came up to Ashford, who was confused to see Spider-girl here.

"Wha-"

"Not enough time. Which floor." Penny asked, her voice high. She could already feel the heat just from here, but she tried to ignore that as she looked for opened windows, somewhere she could jump in.

"You shouldn't be here. We can handle it." The other firefighter said, clearly he didn't like her, but Ashford just looked at the girl and nodded.

"Fourth floor, east side. Hurry, check for anyone else too." Ashford asked, and Penny nodded, taking a few steps back as she eyed the fifth floor, as there were no open windows on the fourth.

With a jump, she hit the wall and hissed at the burning sensation that traveled up her fingers, but she ignored it as she climbed to the window she had eyed and threw herself in, her sides being licked by flames as she looked around, her mask just saving her from inhalation and stinging eyes.

Stumbling forwards with a held breath, she kicked at the floor and felt it shudder, weak from the fire, she kicked again and collapsed with it, losing that breathe and coughing as smoke filled her lungs, her sides rubbed broken wood that tried to bruise and cut suit and skin. She hit the floor and started to the hallway, pushing a beam out of her way as she made it to the hallway.

"Ah!" She screamed out and brushed at her shoulder, the spandex of her suit having caught aflame and burning her shoulder, but she had no time for that. Hero. This is what heroes did. And they didn't stop just because of a burn.

Making it to the east side of the building, Penny glanced at the rooms, unsure which one could contain the boy. "Hey! Call out if you're in here!" She yelled, coughing when the smoke struck back, but midst the cracking of wood and roar of flames, she heard a sob, followed by a hacking cough.

Following it, she found the boy lying on the ground, face black with soot and a burn on his leg. She picked him up and looked to the window, wooden beams had collapsed it, smoldering with embers. But... With gritted teeth, she dragged herself and the boy to the window, and with one hand, grabbed under the base of the beams, hissing at the burning feeling the singed her entire hand. "Come on! Come on!" She yelled as she started to lift the beams. They were heavy, too heavy, but slowly, she lifted them till she could hedge herself into the window, using her entire arm now, she looked outside and saw a crowd of people, all wondering what was going to happen.

Pulling the boy up, she held him out as she climbed into the window, feeling the base of it threaten to collapse under the weight as she used her back to help keep the beams up, ignoring the painful burns and melted spandex on her skin. "Hey!" She called, watching as heads turned, several of the firefighters fought to get close below them, and when she felt there was enough, she held the boy out with her right hand and dropped him into the firefighters, her breath vanished as she watched them and the boy, hoping they'd catch him, that she wouldn't have another life taken with her hands.

She sucked in air when the boy was safely caught. She did it. She saved someone. The joy was short lived when the frame of the window under her feet collapsed, sending the girl reeling back into the burning building. "Damn." She coughed out, dragging herself backwards as she watched the window collapse further, blocking her way out. The entire fourth floor was like that, but the fifth floor still had openings. Should, still have. Looking up, she picked herself up, tensed her legs and jumped, crashing into the weak floorboards, breaking though them and finding herself groaning in pain, coughing and on fire again.

Rolling, she tried to pick herself up, but was wracked with a coughing fit. Her chest hurt, burned. Her lungs were burning and on fire, almost quite literally, her entire left arm felt like a oven, her back too. It almost felt easier to just lay still, but Penny didn't want to die here. If she died here... It meant that Euna truly died for nothing. She couldn't allow that, but her arms didn't want to work, nor her legs.

She closed her eyes, trying to breath, feeling the building rumble around her. Could she survive if it collapsed? Maybe... Maybe. She'd have to see....

She felt the rumble of the building grow even stronger, as if something had hit it. That was it. She'd just be crushed. It was down to luck, wasn't it? "Come on!" A voice called as a pair of hands grabbed hers. The touch almost caused the girl to panic, but she didn't have the energy to panic, just allowing the hands to pull her, lift her... Why wasn't she lying on the floor anymore?

Soon, the heat of the fire was no longer around her, but above her, and her eyes opened to the sight of buildings. She looked up to see a figure of flame, their arms unlit and holding onto her, blue sleeves... "Firebird?" She weakly asked, before letting the weightless feeling of cold air take her into a pleasant if painful sleep.

 

 

* * *

 

 

When Penny later awoke, she was back on solid ground, she blinked away the haze of her thoughts as she worked her mind to work out where she was. The night sky was far above her. How long had she been out for?

A buzzing in her belt alerted her to the fact she had meant to be home by now, and she scrambled to pull the device out, wincing at her left arm, too pained to move, she instead using her right, lifting the hem of her upper suit a little, lifting her mask over her nose and quickly answering the phone, pulling it to her ear. "Hey."

"Where are you young lady?" Ash's voice rung out. After encountering him. Penny was surprised by how... Not burnt out he sounded. It was if he wasn't leading a team of trained professionals to fight a dangerous fire. One she should have still been in.

"Ummm. Harlem. Sorry, I got distracted and the time just passed." Penny stated, wincing as she sat up fully. Her entire left arm hurt, so did her back, the pain a stinging sensation she had suffered before. Pixie dust and fire was very similar when you were the one suffering.

"Well, tell me where you are, me and Gretcher will come pick you up." Ashford said, and Penny looked to her arm. The suit had been burned into her skin, or burnt off entirely, leaving patches of red and black. She couldn't let them see her like this.

"No. No no. I'm with a friend, I'll stay with her tonight, go to school tomorrow and then come home, I promise." She lied. When did she get so good at that? Lying? Might be around the same time she realized that long and baggy clothes could easily hide the bruises and cuts she would gather during her patrols.

"Hmm. Fine. Just worried about you. Stay safe. You hear?" He asked of her, and while she didn't wish to lie anymore, she felt she wouldn't have much a choice.

"I will be. Good night." She whispered, hanging up the phone and putting it back in the container she had in her belt. "Now... How did I get up her?" She asked herself, slowly dragging herself to a stand and glancing around, finding the reason.

Johnny Storm sat at the edge of the building in his blue Fantastic Four suit, looking at Penny with a curious tilt. "I didn't know what to think was under the mask. I guess you're a human after all." Was all he had to say as Penny pulled her mask back down. Not that it helped much, she could feel a tuft of hair poking out from the top of her mask.

"Why? I'm pretty sure you don't like me. And by now you have plenty of reasons to take me to the police." Penny asked, more concerned he unmasked her then his decision to not take her in.

"Well, after I rescued you from the fire, I had plenty of time to think about it. Instead, I stopped here. Then I considered seeing who was under the mask. Who was capable of both catching me so that I didn't get hurt in that fall despite the risk of my fire, and who is capable of killing a man like Wilson Fisk. I didn't do that... Because that same person also risked their lives to save a kid in a fire, and nearly died for it. You got a thing for fire or something?" He joked, looking up to the night sky, questioning his motivation, his actions and hers.

She was questioning them too. "Just... So you know. I am fully willing to fight if you decide the worst option for me right now." Penny stated, before letting out a pained whimper at her her skin seemed to stretched out and crack. How was she suppose to fix that? Did she pull it off? Didn't sound like a good idea.

He looked at her while she contemplated her life choices and what to do about melted spandex. "Why? Cause, I'm not blind. Every, single, day. You're out here. Every day, you're saving people, stopping bad people, and today, you nearly lost it all for a kid. I don't mean to be rude, but killers don't do that." He stated, and he wasn't wrong. Killers didn't do that. She'd met some killers. They killed a lot more people then saving people.

"Well, don't worry that pretty head of yours. I'm a killer. I won't ever deny that... You have a moment to listen without throwing a rock at me?" Penny asked. She had all night after all, all night to talk, cry and work out the burns. Maybe less crying. She had dignity. Some at least.

"I'll consider it. Also, pretty? You trying to seduce me into letting you go?" He said flirtatiously, and if Penny wasn't in pain, also still reeling from his apparent rejection to 'Penny' when Euna had tried to be funny. She might have blushed.

"Shut up... Look. You know the Kingpin?" She asked, expecting his answer to be yes. He was a big time hero.

"King what?" His surprise matched Penny's. He didn't know?

"You know. The king of crime?" Penny pushed further, but the expression on his face was still that of someone that didn't know. "What kind of crime do you fight?"

"Space crime. And a mad genius that owns a country, the occasional street criminal and whatever else that attracts my attention. I don't really get into all of it, I leave that to Reed." Johnny shrugged and Penny groaned. Wow. She had considered him this, wise teen hero. Turns out he just... Did what she did, but less, and also more. Space crime? Wonderful.

"Well. Believe it or not. Wilson Fisk was that man. And-"

"Hey- Hang on. You're saying Wilson Fisk was this king of crime? Come off it. The guy invited the Avengers, X-men and Fantastic four to his tower for this huge dinner one time, he was neat. Nice and really big in person." Johnny interrupted, leaving Penny to stare at him with blank eyes of her mask. "Sorry, do continue." He remarked, sarcastic like.

"He killed my friend." Penny said deadpan, her words seemed to shut him up, he was looking conflicted. He had no reason to believe her, but then, her actions and words seemed to say that she had some truth. But she didn't blame him for not trusting her entirely.

"I found out about it by accident. And I had learned that pixie dust was a drug mostly provided by the Kingpin. So, this mutant I knew, helped me, we had a plan, but the plan... It didn't work. We fought, but he'd taken a serum, a super solider serum, he was, in his own words, Captain America but better. And when he couldn't beat my friend down, he shot her in the head. Once. Twice. Again. So yes. I killed him. I regret it. I also don't. I wish, I could have made the better choice. Made sure the right evidence got into the right hands, somehow. Put him away for as long as I could, like so many others have been trying. But instead. I killed him." Penny spoke, hearing her voice echo in her head. The event replaying again and again, how she had failed to fight, to use her potential to save Euna. If she'd just been better.

"I ah... I'm not sure what to say." He managed after a few seconds, but Penny merely shrugged in response.

"You don't have to say anything. You ether see Fisk as the hero of New York, the guy who invites popular heroes to his tower for dinners and parties, or you believe me, and hear that this great man is actually a manipulative criminal that killed my friend. It's all up to you." Huffing, Penny looked to her bad arm and waved at it, "If you don't mind, I need to fix this. Unless you know how to remove melted spandex from skin."

"Ouch. Didn't you make your suit flame retardant? I mean, it shouldn't have burned that easily." He asked, clearly avoiding the answer he needed to give, but hey, people needed time. He could light himself on fire, but he was still human.

"I mean, I kinda made my suit by sewing it together with a sewing machine, and spandex. And hands. How did your suit get made." She asked, getting a confused huff.

"I don't know. Reed said they were weaved with unstable molecules, which is why they're compatible with our powers. And I don't think he did it by hand." He said, getting an hidden but annoyed glare from Penny.

"Wonderful. You have a molecule I've never heard of, and didn't have to do it yourself. Meanwhile, I had to burrow old clothes from my gym at my old school, then spend months thinking about the design and my size and if it'd rub me in the wrong places." She grunted, letting out her right to complain. She deserved it.

"TMI... Talking about the suit. Are you going to make a new one? Cause if so, I'd drop the black. Not really a good color for you right now." He'd offer, and she agreed with him. Actually, she knew the colors she could use. The original colors she had taken. Red and blue. Safe, bright colors.

"...Skirting around the subject can only last so long. So. Tell me. What do you think." She finally asked. No longer. She didn't want to wait. The talk was nice, but she needed to know if tonight was going to get worse or not.

First, he sighed, kicked his legs at open air, before laughing. "Okay. See. In this short time, I've realized something. You're a teen. You're me! A kid with powers. And all you've done is do your best to help people. I try to consider why, what is your reason to kill someone like Wilson Fisk. So far, the only conclusion I come to, is that he made you angry, by, say, killing a friend of yours. And I can't relate. I can't tell what is the right thing to do. Why don't you hand yourself in?" He decided to ask, is if the answer would decide the finality of why she is doing what she is doing.

"...How did you get your powers." She asked, surprising him.

"I got bombarded by cosmic radiation waves or something while in space, how did you get yours." He asked in return.

"I was bitten by a genetically altered spider, the venom having been changed radically I guess and instead of making me sick, it changed my genetics to that like a spider. I have the proportionate strength, speed and reflexes of a spider. You could call me Captain America, but like a spider." She joked, but the look from Johnny, that astonished look.

Wow. The second person that knew about her origin. Firebird- Human torch. Why did she think Firebird? Maybe because the 'Human Torch' is a silly name.

"Wow. Umm. So. Comparing our origins. I think yours is a little cooler." He smiled, and she smiled back, hidden, but. She liked that. No one knew what was under her mask.

"Hey, I just told the spider part. I got a whole bunch more... But. The reason I am adamant to turning myself in, is that my identity will get out." 

"Yea? And? Everyone knows who I am. The Avengers. Some of the X-men are super popular too, be it lovers or haters. So what if people know who you are?" He asked, as if he'd never considered the bad parts of someone's identity being revealed.

"When my Uncle learned, he died. When a bad person learned, he killed my only other family. Now, I just killed, a criminal. A lord. A king of crime. If people know my identity. They know to come after me. To find those I care about. And the people that think I killed a pure, true hero, will do the same. That's why. If I hand myself in, people will get hurt. But I have a responsibility to be better, to continue to help others. So I can't stop, and I can't turn myself in. Understand?" She finished. Why did she need to tell him? Why? She shouldn't have too, she shouldn't be telling him.

But it was nice. To tell people. A person. For someone to know the basics. She had only Euna for that, and with her gone... It was nice. To talk to someone like her.

"Christ. I'm sorry. I didn't know... I guess you're origin isn't exactly cool. More interesting. That sounds bad."

"Yea. Well, now you're the only person that knows." She lied. One other person knew. One, Nick Fury. But she was never going to tell anyone that. That and he didn't seem like the talking too type.

"Well. What are you going to do now?" He asked, and this time she had to look at him, surprised.

"Does that mean you're not taking me in?" She asked in return, and he chuckled.

"How about this. I'll keep an eye on what you do, and if you do bad again. I won't be so nice." He shrugged, standing up.

"Sounds fair... And I. Am going to try and get... Actually. Could you go grab something for me."

 

* * *

 

 

When Firebird had retrieved her bag for her, Penny quickly waved him off and started looking for a place she could... She wasn't sure. It was night, in Harlem, she didn't know Harlem, she'd only been around a few times while web slinging. And that one time she crashed herself into a gym because she was being chased by Captain America, Iron man and Ultron bots.

She paused when she looked at a door. The gym, wow, did she make it here by accident? That'd work. Gym's had showers, right?

Snapping open the lock with force, Penny glanced around the gym, dark, but lit from the outside lights. Curiously, she checked upstairs and saw the patchwork fix that had been done for the hole she made. Wow was she strong. She'd broken one of the punching bags downstairs too... Maybe she should put aside some cash for the owner.

Going back downstairs, she found a side room for showers and almost melted with glee as she quickly threw herself into one and turned the water on. "CHRIST!" She yelled as the cold water burned her skin, mostly where her burns were.

Hissed breathes, she tugged at the melted spandex and failed to remove it easily, her eyes burning from trying, instead, she got a towel and started to scrub the spandex off her skin. It was slow, but the more she did it, the more she managed to remove, albeit she did have to pull some parts off, taking some skin. It was a long, loud and painful process, and it made her decide that her next suit was going to be made with fire resistant chemicals, nothing ground breaking, but it'd save another situation like this.

Luckily just a bit of her neck and her sports bra took the brunt of melted spandex where she'd been burnt around there. That had worried her quite a bit, but a ruined bra was nothing, less pain too, that was a win in her books.

Throwing her suit into her bag, she pulled her clothes out and put them on, sighing and wincing at her sensitive skin. At least she could be seen by people now... Not that she had a place to stay for the night. "Maybe I could stay here. Not like anyone else is here... Hmm." She liked the idea. She could attempt to find the most comfortable object in a gym to lie down on.

"At least my phone didn't get burnt... Set a alarm for five. Hopefully enough time to avoid encountering the owner. I got some cash, so I could leave it for the door... Maybe a little more. And that's that. All done. Good job Penny, you're not being an awful human being." Penny said while giving herself figurative pats on the back. She saved a kid, convinced someone she wasn't a evil incarnation of spiders made flesh, and kinda preemptively talked about paying someone for her wrongdoings.

Aside from the burns. Today was a win. Is what she'd have thought if her spider-sense didn't go off, warning her about a danger just to her left, a large hand reaching for her in the darkness. Reacting faster, she jumped up and forwards, flipping in the air and slapping the top of the strangers bald head to knock them out before they saw anything, completing the flip and landing with bent knees, spread out so that she was squatting. "Sorry!" She cried, waiting for the man to thump to the ground.

But in the darkness, she saw him still standing there, rubbing the top of his head as his other hand smacked at the wall till the lights suddenly came on, and Penny came face to face with a very big man, his dark eyes on the girl. He looked strong... And familiar. "Did... Did you just head tap me?" He asked, quite shaken by the thought of her tapping his head to knock him out.

"Umm... Yea..." Penny squeaked out. Someone could see her... But, she wasn't with her mask. They had no way of knowing she was Spider-girl, she could save this. "Look, I wasn't breaking in or anything. I-"

"I've been here for the last half hour. I have silent alarms set up. But I heard the shower and grunts of pain so I decided I'd wait. Then I heard your plan and decided I'd make sure you didn't run. But then you head tapped me. That's my thing." The man continued, and as Penny looked him up and down, she realized she did know him.

"Wait! You're Luke Cage! The hero of Harlem!" Penny stated excitedly. She had always wanted to meet... Wait. She broke the ceiling to Luke Cages Gym all that time ago? Wow... She broke one of his punching bags. She felt really, really bad about doing that now. Even more so.

"Yes. I am. And you are?" He asked, rubbing his head still. Did she hit him too hard? She was holding back, expecting the head to belong to a normal person, not the unbreakable man.

"Umm... Pe-Penny. I really am sorry." She apologized again, yet it didn't feel like enough. After all, she had broken a lot of his stuff.

"Don't be. Just surprised me is all. You got quite the fingers there. If I was anyone else, I'd be on the ground, and you'd be gone. Nice jump too." Oh he noticed that. Penny blushed slightly and stood up, letting out a groan as she did, her shirt was rubbing against the sensitive parts of her skin, and it hurt, her entire left arm was practically on fire after that jump, she just hadn't noticed it till now. "You okay?" He then asked, surprising her. She had broken into his establishment. Attacked him...

And he was asking if she was okay? "Yea... I'm fine." She lied though gritted teeth. The pain was getting worse for some reason, like a irritating itch she couldn't scratch, in fact, everything was starting to look funny. Maybe she shouldn't have done a front flip.

"Hey." Walking closer to her, Penny tried to shy away from Luke, but he easily reached her and placed a large hand against her forehead. His hand was warm. "Christ kid, you're burning up." He commented, looking down at her with what looked like worry. That shouldn't be right.

"I'm... Fine. Just let me sit down." She said, stumbling back and finding the edge of a ring. A boxing ring. Huh. How hadn't she noticed that before? A boxing gym.

"Yea. Stay right there. I know a nurse. Damn, this turned out to be a strange night."

 

* * *

 

 

_Elsewhere in New York..._

 

Fury stared hard at the headline. Published by the Daily Bugle, the last of true physical media, and quite popular as of late because of the title character Jameson has decided to appoint. Spider-girl. Villain or killer.

Now he knew Wilson Fisk wasn't a clean man. He also knew that the girl would have no reason to just kill a man. But nothing at the scene of the crime suggest otherwise. The place was clean. Too clean. There was someone to blame, nothing else. He felt sorry for her in that way.

Blood was on her hands, far earlier then he or, he supposed, she had expected. He was sure that she'd never expected to kill anyone when she put that suit on, but Penny Parker seemed to just keep finding trouble. She was much like her mother in that way. Always getting into trouble.

Putting the paper down, he looked at the date. It was a month old. It was starting to look old and crumpled, but he couldn't take his eyes off it, his mind away from it's subject. He had promised the girl she'd get no support, and she promised never to ask. During the month, he had well expected hear something from her. A SOS, a cry for help. He had personally looked into her life for a moment, and if he hadn't known her secret, he'd have seen nothing but a overworked girl.

She was good at hiding herself. Every day, he knew she was out there, because it was hard to miss a deteriorating suit jumping around the city, yet no one could ever find her. She had some way of hiding. Something that separated her from Captain America. Besides what he already assumed to be their unique separations. "Where in the world is he." Fury commented as he put the paper down. "Maria."

"He's on his way. Just arrived. Should be at the door... Now." She spoke over a radio, and not a second later, Tony Stark walked though the door.

"Sorry I'm late. Haven't had the time to make a new suit yet." He excused as he found a seat, looking mighty unworried for a worrying situation.

"I thought you had one left, the mark 50." Fury asked, and got a chiding laugh back, as if that was the most stupidest question the director could have asked. The look Fury gave Tony seemed to shut that up fast enough.

"The mark 50 is a beta, hell, it's still a work in progress, a slow one. It is what I strive, to achieve. The reason Ultron didn't destroy it, is because I kept in on a separate and highly guarded grid. If he knew about it, we'd all be doomed." Tony warned, taking a sip from a bottle, where one could only guess what was in it. "But we're here to talk Ultron." Tony finished, wiping at his lips.

He reeked of alcohol. "We are. Your last message told me we had all year. Explain." Asking for it, Fury leaned back at the same time as Tony, the two of them looking at each other in some way that no one else could quite understand. Like equals and lesser all at the same time.

"When I took the alien A.I. I put restrictions on it, little things that'd eventually take action, small but powerful. Ultron had found them by now I expect, and started fighting them the moment he broke free, but... I don't think he'd be able to break what I've done. Not yet. I assume it'd take a year before he's active again." Tony explained, and Fury frowned at him.

"I want now. Not a year." Fury demanded, and Tony didn't care.

"He'd know this restriction was activating, so he'd slow it down until he found someplace safe to hide. In a cave, the ocean. A hundred thousand meters under the ground. He's gone. Fury. Unless we luck on him, for a year, he will be dormant. I'd suggest you prepare a plan for when he comes. Because he will. I got the mark 44 being built right now. By then, maybe I'll have the mark 46." Tony finished with a sip, leaving Fury to contemplate the future, his eyes scanning towards the paper Fury seemed so keen on keeping around. "Spider-girl huh. I heard about that. Killed Wilson Fisk... Didn't see that coming."

"Nobody did..." Fury added, his one good eye glancing the paper once again. Nobody did.

"I didn't realize you cared. I mean, I always found it weird you pretty much dropped her after you two had that chat, whatever it was." Tony noted, a curious air to him as he eyed the Director. Wondering just what Fury was thinking.

"Do you remember an Agent of mine. Back before you became Iron man. Parker. Dark brown hair. My old Maria Hill." Fury asked suddenly, giving Tony pause as he considered the name. Tasted it. It was familiar.

"Did she slap me? Twice?" Tony asked, and Fury chuckled.

"Three times. If you count the one on your behind." Fury said, watching the lights spark in Tony's eyes.

"I do remember her! She was awesome. Pretty wild if I remember things clearly, quite wild... Why do you ask?" The billionaire asked in return, and Fury shook his head. 

"No reason. A year you said? Keep looking anyway. But prepare for that eventuality." Fury warned, getting a rather smug smile in return as Stark started to walk away.

"I always do."

 

* * *

 

 

Richard Fisk was many things. A criminal. A killer. A son without parents.

Actually. Now he was just a killer and a criminal hiding under a pretty face and a famous name. A name made even more famous because the true criminal. The true crime lord lay dead before him. The family's personal doctor overlooking the biopsy in Fisk tower, police be damned.

Richard had mixed feelings over all of it. His father was dead. His abusive, asshole of a father. Richard was free of that... But the man was still his father. His family. His blood. And while he hadn't been sure of Spider-girl before, his feelings were solid now.

She was to be thanked... And murdered right after. She surprised many, that, he had to admit. Most heroes wouldn't dare kill someone. Kid heroes among them. Maybe she was just some vigilante, some mad girl in a spandex suit.

He didn't care. As long as in the end, she was dead before him. The young man looked to the doctor as the older gentleman came over, pulling plastic gloves off as he did. "Well, you asked me to examine the body. The final verdict. He died of heart attack." The doctor revealed, stunning Richard for a moment.

"The trauma to his head caused the heart attack?" He asked, calming down. Of course. Spider-girl's abuse simply stopped his heart.

"Actually. I'd say that it simply... Progressed it along. Your father was a very sick man in his final hours. His cells are practically melting. I believe he was going to die that day, no matter what. But the trauma to his head might have indeed jump started it." The doctor finished, moving over to a sink to clean his hands, Richard followed him, breathing down the older mans neck.

"Tell me that the vigilante killed him. Tell me!" He yelled, but the doctor was use to this, composed, he looked to the young boy and put a wet hand on his shoulder.

"Yes and no. She killed him by starting his inevitable death early, I'd say he died before she could really do any fatal damage to his brain. But what is killing a dead man walking? I'd burn the body, his cells are decomposing at a outstanding rate. He will be nothing but dust and bones in days. It will be better to remember him as he is now, then what he will become." The doctor nodded, stepping away and leaving the boy to think.

Richard wasn't sure what to do with the information. Spider-girl hadn't beaten him to death. He had died of a cause before she got close... No one could know that. He'd have to make sure he was the only one who knew that. Shame. He liked the doctor.

Leaving his father, Richard started towards the office, where he had gathered many high ranking members of Fisk's network. They needed to figure out where they all went from here, and more importantly, who would lead them next. Already, the city was suffering from the Kingpins absence. Criminals were trying to be the next king. That couldn't be allowed.

Stepping into the office, Richard donned his rose mask and found his seat, nodding to some of the older men he knew. "Now. We all know why today is happening. We must discuss what will be done next." He spoke loudly. He had to take command here. This was his building now.

"I believe. No one could replace Wilson Fisk as the King. No one here has the power. The connections. The will. For now. I suggest a proxy. A Kingpin only in name. While we, as a group, use the power that comes with it." One of the voices called, some agreeing, others objecting. Richard leaned back into his chair. Whatever the case. He wasn't planning on Fisk towers being the headquarters. With his father dead, perhaps he could take the legal part of this business, and do something. Make something.

"That will not be needed." A loud, commanding voiced boomed from the door, as a man of Latino decent walked into the room, and he was a big man. Well muscled, well defined. Richard would have liked to avoid fighting such a man.

"I'm sorry. Who are you? How did-" He tried to start, but the man smiled, leaving Richard speechless. He beat them. But he hadn't heard any gunshots... He beat them quickly, and quietly.

"Most of you will not know me. I come from Italy. Wonderful place. But New York was always so glamorous. Yet, the name. Kingpin. Always barred me. But just a month ago, I heard tale that the Kingpin hasn't been seen in days. So I come. Then, I hear things. A name, a location. A meeting. You need a new Kingpin I hear... I am willing to put my name in the ring." The man spoke, walking up to the group. His presence was that of a man that belonged. It reminded Richard of his father.

"You'd be willing to be a proxy?" One of the men asked, getting some scowls from others, until the man rose his hand and slammed it down on the table with force, the ground rumbled as the table split and splintered apart. Broken, a small, but immediate show of strength.

"Actually. I think I will just take the title, and power. You may call me Lucius, but the killer of the old king gave me a wonderful idea you see. My family has a long tradition of power. And my Grandfather told me tale of a old name we use to take. So don't call me Kingpin... Call me the Black Tarantula, your new boss." The large man said with a smile, his cockiness evident. He was young, good looking, powerful, and Richard had heard tale of a old crime lord family that went by that name. The footing they had in Italy was the reason why his father never tried to make headway there... Seems it had been the same here. Till now.

Forget fighting the man, he didn't want to be in the same room as him. "You can't have Fisk tower then." Richard tried to save himself his only plan, and the laugh that boomed from Lucius worried him.

"This thing? It is not mine. Don't worry. I will have my own little tower soon enough. And I'd suggest all of you find your way there. We have a lot to talk about. This city needs a fresh king, and my web must be spun... What is being done with Spider-girl?" He asked, curious.

"A bounty is being put on her. Dead or alive. Around a hundred thousand." One of the voices spoke, quiet, quivering nearly.

"Interesting. Only that much? Change it to dead only, and increase it to a quarter of a million. The girl killed a king. Best we see just how good she is. And forget about Pixie Dust, that drug will not fly under my control. Understand?" Luci- The Black Tarantula commanded, and everyone obeyed. 

Considering how in the next moment, one of the criminals who clearly didn't agree with the man's ideas stood up and fired a gun, the bullet practically bouncing off the back of the Black Tarantulas neck, only for the criminal lord to be hit with laser beams that shot from Lucius's eyes, sending the man reeling back and sizzling. "Now... We are all in agreement. Aren't we?"

 

* * *

 

 

"Ow." Penny whined as Claire tightened a bandage, the cool cream strangely nice and painful over the burns and ripped skin she had taken the last half hour to covering with the medical skill Penny had grown accustomed too.

"Oh shush. You could just have instead gotten an infection. Besides, we're done. What the hell were you thinking? Ripping your own skin off. Why didn't you go to a hospital." Claire berated the girl, in a lighter tone then she would when Penny was Spider-girl.

It was strange. Penny knew Claire, but Claire didn't know Penny. The girl wasn't sure if to change her voice or not, make it higher or lower, but Euna was right. Masked and unmasked just seemed to be different to people. "I... I couldn't." Penny said, looking away sheepishly. She couldn't really explain that she was Spider-girl. Less people that knew, the better. That and it was bad enough Claire saw Penny as a mutant. The excuse she'd given Luke.

"Look. I'll pay for your time Claire." Luke chimed in, having stood outside when Penny was required to undress so that Claire could get to work.

"You don't have too!" Penny tried too say, but then reconsidered what she wanted to do... "I can pay you back." She whimpered right after. Now she owed the man even more money. Wonderful.

"Look. I did the best I could. But... Unless you have a good healing factor. These burns are going to scar. Badly." Claire warned, and Penny glanced at her new bandages, before shaking her head.

"It's good... Thank you." Penny bowed her head in Claire's direction. "Thank you a lot." She said again, looking up at the woman. She had this woman to thank for so much. So, so much. How could she even start.

"Well. Thank Luke for calling me here. Now, get some antibiotics if you think you need them. Otherwise. Rest. A lot. Your burns aren't bad, but they aren't good... It was good seeing you again Luke." Claire said as she gathered her things and left, leaving the two mutates to the quiet of the gym.

"I.. Thank you again. I really will pay you back, but I should go." Penny said, getting up to leave, but stopping at the light touch on her shoulder.

"I overheard you kid, before. You can stay here if you like." Luke suggested, and Penny looked at him as if he was a savior... But she couldn't. It was wrong for her to... Take so much.

"I shouldn't. I've already bothered you enough." Penny tried to excuse herself, but she heard the swing of a boxing bag and paused, almost as if caught in the midst of a crime.

"Well, indulge me a little. I've never met someone who had ever attempted to head tap me. It was... Interesting. Tell me what happened. I got time." He asked, and Penny, who had the choice between sleeping on a roof outside or somewhere inside, maybe...

So she sat with Luke and told him a abridged tale of what happened. How she had encountered the burning building, how she decided to help when she heard a kid was inside. How she had barely escaped with her life, avoiding the part with Johnny Storm of course. Ending with how she found this building, assumed it had a shower and from there, came to here.

"Not many would do that kid." Luke decided to say, but she shrugged.

"You would have." She stated, and he chuckled.

"Maybe, but my skin is unbreakable. Nonburnable in the same sense. But at the same time, I might have just allowed the professionals to do their job." He countered, tapping one of the punching bags. "That tap of yours. Could you tell me how much force you put into it?" He then asked, giving the girl a curious look.

She looked up at him, and a part of her wanted to shrug. She wasn't sure how much force she had put into it. She knew the force she had put into it was enough to knock a normal person out, hopefully not enough to badly hurt them. "I'm not sure." She finally said, and he rubbed his chin in turn.

"Well. It's clearly something you've done before. How about a punch?" He asked, and Penny frowned.

"Pardon?" She asked, almost sure she knew what it was he was going to ask. She didn't want to break another punching bag. Nor punch. Everything was too sore to punch things, and her head till buzzed.

"You're strong. So give my hand a tap." He said as he stood in front of her and held out his palm, raising an eye as he waited. Penny only sighed, lightly tapping his palm. "Come on."

"Look. You're Luke Cage. Pretty sure me punching you, won't do anything, no matter how strong I am." Penny stated, but the insistent look from Luke merely told her he wasn't dropping it, so she sighed and stood in turn, wincing at how the bandages rubbed at her. "Fine..." She groaned, getting into the position Captain America had showed her. Waist, legs, body, she winced a few times, not exactly comfortable, delivering a quick jab to the mans palm, wincing at how solid his hand was.

"That was nothing. Come on." He insisted, and she frowned, delivering another jab, with more force again. "Nothing. Again."

"It doesn't feel like nothing." She complained as she jabbed again, and again. She wanted to punch harder, but she kept pulling back, kept holding herself short. She didn't want to use her full strength.

"This doesn't even feel close to the head tap girl. Punch my hand like you mean it! Punch my hand like it's the one bully you always wanted to punch, the one person you hate the most!" He yelled, meant to be encouragement sure, but his words rung though Penny. The one person she hated the most? It wasn't a bully. Not Lisa, who had turned over that leaf moments before Penny lost May... The person she hated most.

Penny saw the burnt mask of Spider-girl in that palm, and she punched, crying out in alarm at the sharp twang of pain in her wrist. "Ah! Sorry!" She cried, looking to Luke as he shook his own hand.

"You got some punch. Damn, made my hand shake that..." He looked her over, glancing at her fidgeting, her shaking arm, and he deduced something. "You still didn't use all of it. Did you?" He asked, and she bit her lip in response. 

"No.." She answered honestly. Despite what she saw. Despite what she wanted. She still held back. She always held back. Even when she was beating the murderer of her best friend, taking his life... She didn't even use all she had to give. Like a part of her resisted burning all that she had, even when she had wanted too, as if truly letting go would change something in her. Change the way she really looked at herself. How could she be human anymore? How could she be Penny Parker. 

"Hmm. Tell you what. After tonight, come back when you've recovered. We'll see about getting that punch out of you. Until then. There's some blankets upstairs. The couch over there is better then nothing. And ah, don't worry about the lock. Well, you said you'd pay it back eventually, and I trust you too it." he finished, leaving Penny as he went upstairs.

She grabbed her things and moved over to the couch. It didn't look perfectly comfortable, but it was certainly better then nothing. She sat down and patted her bag as she mulled her thoughts over. Here she was. Burned. Sleeping in Luke Cage's gym. Having rescued a kid from a burning building and discussing the death, a death she caused, of a murderer, yet a public hero. "Penny Parker. I don't think this is the life mom saw for me... Hmh. Then again, she was a shield agent... I'll do better. I'm not letting this power go to waste. Mom. Euna. They both died because of this. If I stopped... I couldn't think it... So I won't. I won't ever. Stop." She looked at her bag, and with a final sigh, she put her head down and closed her eyes, not even catching the moment when warmth encompassed her. She fell asleep. 

 

**_One Year. Later._ **

**Notes for the Chapter:**

> Welcome to the beginning of the end... Kidding. I think. It's been a hellish 8 whole months. Did you know, the average length of a 400 page book is 100, 000 words. I reached 131, 860 words with the last chapter. I can't say my work is good, but it sure is lengthy, and the most I've done. Also, feel free to check out my other works, as I would gladly try and continue them if people wanted me too. Anyway. The next chapter, will have the lengthy time jump. A year. Yea, you heard me. A year. Mostly, it's too progress the story in a way I can't progress it right now, but in the meantime, it just means Penny's going to have met some more villains, progressed in age, and meet a few more people. It won't be anything too horrible. 
> 
> That's enough out of me. I got this chapter to write. See y'all in the P.S.
> 
> P.S. I'd like to apologize. I didn't think this would be as large as it was, and by the time I got to half way, I had a bad case of writers block. Then Spider-man Far from home came out and suddenly I was even deeper into that block. It was such a good movie, and reminded me that I am no kind of writer. So, after that, it just became a mission of adding, and then deciding when was too much, too much? I think I was going to have some more side stories besides Fury's update on Ultron and the introduction of this stories version of Black Tarantula. 
> 
> Yes, I know his real name in comics is Carlos, but Carlos is also this older man that had a wife, son and all that. One of my personal favored parts of the Spider-girl comics, with Mayday Parker, is Fabian, the Black Tarantula, son of Carlos. So, I made Lucius in kind of that style. I picture him like Locus, or, Samuel Ortez from Red vs Blue, but younger. 
> 
> Anyway... What else to add.... Hmm. Ah yes. I have dozens of ideas for the next 'arc.' Short events, an overarching story. Sometimes I have to remind myself that no one asked me to write this. No one can tell me to stop. I mean, they can, but to be fair, if you've made it this far, you must really like what I do. Or hate yourself. ALSO. Next chapter. I am gonna thank all the people who have read this. Cause seriously, you took time out of your life, to read this. That's amazing. Thank you. See y'all in like, two months.

**Author's Note:**

> This was fun to write. They normally are. And writing is always just another way for me to keep improving. If anyone has any pointers for me. That would be awesome. Because I need to know what I need to change to make things better.


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